Common use of Piggyback Registration Rights Clause in Contracts

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine to proceed prepare and file with the actual preparation and filing of Commission a new registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (equity securities, other than a registration statement on Form X-0, X-0 S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other limited purpose formemployee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Conversion Shares and the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all Conversion Shares and the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Conversion Shares and the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of its such determination to such holder and, thereupon, (i) in the Investor case of a determination not to register, shall be relieved of its obligation to register any Conversion Shares and Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Conversion Shares and Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or its nominee. Upon any part of such Conversion Shares and Warrant Shares such holder requests to be registered; provided, however, that the written request from a majority-in-interest Company shall not be required to register any Conversion Shares and Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Registrable SecuritiesSecurities Act. In the case of an underwritten public offering, within 15 days after receipt if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of any the Conversion Shares and Warrant Shares in such notice from the CompanyRegistration Statement, then if the Company willafter consultation with the managing underwriter should reasonably determine that the inclusion of such Conversion Shares and Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, except as herein provided, cause all and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Registrable Securities covered by Conversion Shares and Warrant Shares of the holders, then (x) the number of Conversion Shares and Warrant Shares of the holders included in such request Registration Statement shall be reduced pro-rata among such holders (based upon the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) number of Conversion Shares and Warrant Shares requested to be included in such registration statement (each, a “Piggy-Back Registration”the registration), all to if the extent requisite to permit Company after consultation with the sale underwriter(s) recommends the inclusion of fewer Conversion Shares and Warrant Shares, or other disposition by the prospective seller or sellers (y) none of the Requested StockConversion Shares and Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Conversion Shares and Warrant Shares; provided, furtherhowever, that nothing herein shall prevent if securities are being offered for the Company from, at any time, abandoning account of other persons or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions entities as well as the securities otherwise being sold through the underwriters. In Company, such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and reduction shall not represent a lock-up on Registrable Securities not being sold. If in the good faith judgment greater fraction of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares Conversion Shares and Warrant Shares intended to be offered by the Company holders than the fraction of similar reductions imposed on such other persons or interfere with the successful marketing of the shares of stock offered by entities (other than the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations).

Piggyback Registration Rights. Subject 9.1 If the Company determines to proceed with the preparation and filing with the SEC of a registration statement (the "Registration Statement") relating to an offering for its own account or the account of others under the 1933 Act of any of its common shares, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or its then equivalents relating to equity securities issuable in connection with stock option or other employee benefit plans, then the Company will send to the last sentence Subscriber written notice of this Section 4.2such determination and, if within thirty (30) days after receipt of such notice, the Subscriber will so request in writing, then the Company will cause the registration under the 1933 Act of the Shares (the "Registrable Securities") and; provided that, if at any time after giving written notice of its intention to register any of its common shares and prior to the effective date of the registration statement filed in connection with such registration, then the Company will determine for any reason not to register or to delay registration of such common shares, the Company may, at its election, give written notice of such determination to the Subscriber and, thereupon: (i) in the case of a Business Combinationdetermination not to register, will be relieved of its obligation to register the Registrable Securities in connection with such registration; and (ii) in the case of a determination to delay registering, will be permitted to delay registering the Registrable Securities for the same period as the delay in registering such other common shares. The Company will include in such registration statement all or any part of the Registrable Securities; provided, however, that the Company will not be required to register any shares that are eligible for sale pursuant to Rule 144(k) of the 1933 Act. Notwithstanding any other provision in this section, if the Company shall determine to proceed with receives a comment from the actual preparation and filing of a new registration statement under the Securities Act SEC which effectively results in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice having to reduce the number of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable SecuritiesSecurities included on such Registration Statement, within 15 days after receipt of any such notice from the Company, then the Company willmay, except as herein providedin its sole discretion, cause all reduce on a pro rata basis the number of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRegistration Statement.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, (a) If at any time after a Business Combination, if the Company shall determine has registered or has determined to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of register any of its securities by it for its own account or any for the account of its other security holders of the Company on any registration form (other than Form S-4 or S-8 or a registration statement on Form X-0successor form, X-0 or any other limited purpose formform if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice of its determination thereof promptly (but in no event less than 15 days prior to the Investor or its nominee. Upon anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request from a majority-in-interest of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable SecuritiesSecurities of the applicable Holder, within 15 days after receipt subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of any such notice from the Company, and the managing underwriters advise the Company will, except as herein provided, cause all and the Investor Representative that in their reasonable opinion the number of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) shares of Company Common Stock and other securities proposed to be included in such registration statement (each, a “Piggy-Back Registration”), all to exceeds the extent requisite to permit the sale or other disposition by the prospective seller or sellers Maximum Number of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in partShares, the Company may require that the Requested Stock be included shall include in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Companyregistration: (i) first, the number of shares of Requested Company Common Stock otherwise and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included in the underwritten public offering may be reduced pro rata (therein by number of shares) among the Requesting all Holders and all other holders of registration rights who have requested inclusion registration of their securities or excluded Registrable Securities in their entirety if so required by accordance with this Section 2.02(a), pro rata on the underwriter. To the extent only a portion basis of the Requested Stock is included in the underwritten public offering, those aggregate number of shares of Requested Company Common Stock which are thus excluded from the underwritten public offering and any other securities of the Company held represented (including upon exercise or conversion) by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect requested to Piggy-Back Registrationsbe included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combinationduring the period from the Closing Date until the date on which all the Warrant Shares may be sold pursuant to Rule 144 (it being assumed that the Bridge Investors will utilize the cashless exercise feature contained in the Warrant), if other than due to the Bridge Investor qualifying as an affiliate of the Company within the meaning of Rule 144, the Company shall determine to proceed prepare and file with the actual preparation and filing of SEC a new registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents, relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the each Bridge Investor written notice of such determination at least fifteen (15) days before the filing of the registration statement and if, within ten (10) days after receipt of such notice, any such Bridge Investor shall so request in writing, the Company shall use its commercially reasonable best efforts to include in such registration statement all or any part of the Warrant Shares such Bridge Investor requests to be registered, subject to the Bridge Investor furnishing the Company all information specified in Item 507 and/or 508 of Regulation S-K, as applicable, of the Securities Act for use in connection with any registration statement, or prospectus or preliminary prospectus included therein, required from each Bridge Investor for use in connection with the proposed offer registration statement. Bridge Investor hereby agrees to maintain the confidentiality of the Company's notification and sale the information contained therein for purposes of any Regulation FD until such time as the registration statement is filed. In the event of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable SecuritiesWarrant Shares under the Securities Act pursuant to this Agreement, within 15 days after receipt of any such notice from each Bridge Investor will indemnify and hold harmless the Company, and its officers, directors and controlling persons, against any and all losses, claims, damages or liabilities ("Losses") to which the Company willor such Persons may become subject under the Securities Act or otherwise, except insofar as herein provided, cause all such Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to under which such Warrant Shares were registered under the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration Securities Act pursuant to this Section 4.2 shall Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be underwritten stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoing, if the Company's proposed registration of equity securities hereunder is, in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms an underwritten public offering, and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering proposed registration determines and advises in writing that the inclusion of all the Warrant Shares proposed to be included in the underwritten public offering, together with any other issued and outstanding shares of the Requested Stock would reduce the number of shares Company's common stock proposed to be offered by included therein (such other shares hereinafter collectively referred to as the Company or "Other Shares"), would interfere with the successful marketing of the Company's securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of stock offered Other Shares, and (ii) second, if necessary, (A) one-half by the securities proposed to be issued by the Company, and (B) one-half by the number of shares of Requested Stock otherwise Warrant Shares proposed to be included in such registration by the underwritten public offering may be reduced Bridge Investor, on a pro rata (by basis, based upon the number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required Warrant Shares then held by the underwritereach such Bridge Investor. To the extent only a portion The shares of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which Company's common stock that are thus excluded from the underwritten public offering and any other securities of pursuant to the Company held by such holders preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 daysninety (90) days from the closing of such underwritten public offering, which that the managing underwriter reasonably determines is as necessary in order to effect the such underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit Notwithstanding anything to the contrary contained herein, the amount of Warrant Shares required to be included in the initial registration statement relating as described in this Section 5.2 shall be equal to the Company’s initial public offering lesser of (a) the amount of Warrant Shares that the Bridge Investors request to have so registered pursuant to this Section 8 and (b) the maximum amount of Warrant Shares which may be exercised, included in a registration statement without exceeding the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRule 415 Amount.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.25.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor Subscriber or its nomineenominee(s). Upon the written request from a majority-in-interest of the Registrable SecuritiesSubscriber, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”"REQUESTED STOCK") held by the Investors such Subscriber making such request (the “Requesting Holders”"REQUESTING HOLDERS") to be included in such registration statement (each, a “Piggy"PIGGY-Back Registration”BACK REGISTRATION"), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating Registration Statement covering the shares of Common Stock acquired by the Subscribers prior to the Company’s initial public offering this Offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.25.2, 4.3 5.3 and 4.4 5.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRegistration.

Piggyback Registration Rights. Subject to If the last sentence of this Section 4.2, Company at any time after a Business Combinationfrom the ate of the issuance of this Option through the Expiration Date, if the Company shall determine proposes to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of register any of its securities by it under the ecurities Act for sale to the public, whether for its own account or any for the account of its other security holders or both (other than a except with respect to registration statement statements on Form X-0Forms S-4, X-0 or other limited purpose formS-8 and any successor fxxxx xxxxeto), the Company each such time it will give written notice of its determination to such effect to the Investor or its nomineeOptionee at least 30 days prior to such filing. Upon the written request from a majority-in-interest of the Registrable Securities, Optionee received by the Company within 15 20 days after receipt the giving of any such notice from by the CompanyCompany to register any of shares of Common Stock, the Company will, except will cause the shares of Common Stock as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to which registration shall have been so requested to be included in such the securities to be covered by the registration statement (each, a “Piggy-Back Registration”)proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the prospective seller or sellers Optionee of such shares of Common Stock so registered. Notwithstanding the Requested Stock; providedforegoing, further, in the event that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 7 shall be underwritten be, in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such underwritten public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the CompanyCommon Stock, the number of shares of Requested Common Stock otherwise to be included in the underwritten public offering such an underwriting may be reduced (pro rata among the requesting Optionees) and the other selling stockholders (by based upon the number of sharesshares of Common Stock requested to be registered by them) among the Requesting Holders if and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To to the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which that the managing underwriter reasonably determines is necessary shall be of the good faith opinion that such inclusion would adversely affect the success of such an underwriting, provided, that such number of shares of Common Stock shall not be reduced if any shares of Common Stock are to be included in order such underwriting for the account of any person other than the Company or requesting Optionees of shares of Common Stock. In the event of such a reduction, the Company agrees to effect file a registration statement for the resale of the shares underlying this Option not included in such underwritten offering within ninety (90) days of the date that the underwritten public offeringoffering is declared effective by the Securities and Exchange Commission. At such time as Notwithstanding the provisions of foregoing provisions, the Company may withdraw any registration rights agreement filed as an exhibit statement referred to in this Section 7 without thereby incurring any liability to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions Optionees of such agreement, rather than the provisions shares of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsCommon Stock.

Piggyback Registration Rights. Subject to If the last sentence of this Section 4.2Company, at any time after a Business Combinationprior to the ----------------------------- Expiration Date, if proposes to register (the Company shall determine to proceed with the actual preparation and filing "REGISTRATION") any of a new registration statement its securities under the Securities Act of 1933 (the "SECURITIES ACT") (except registrations by way of Commission Forms S-4 or S-8, or any successor thereto, or to qualify such securities under the securities laws of any state or register its securities in connection with the proposed offer and sale of any of its securities by it warrant, option or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose formemployee benefit plan), the Company will shall give prompt written notice of its determination thereof to the Investor or its nominee. Upon Holder and, if the written Holder shall so request from a majority-in-interest of the Registrable Securities, in writing within 15 twenty (20) days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, shall exercise all reasonable efforts to include among securities which it then endeavors to make the subject of a registration statement to be filed under the Securities Act all shares the Holder so requests to be registered thereunder (the "DESIGNATED SHARES") and to use its best efforts to cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) registrations to be included effected and to be kept effective until all sales or distributions contemplated in connection therewith are completed; provided that the Company shall not be obligated to keep such registration statement (each, a “Piggy-Back Registration”), all to in effect for more than nine months from the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent effective date thereof. If the Company from, at thereafter determines for any time, abandoning reason in its sole discretion not to register or delaying any registration. If any to delay registration pursuant to this Section 4.2 shall be underwritten in whole or in partof its securities, the Company may require that may, at its election, give written notice of such determination to the Requested Stock Holder and shall be included relieved of any obligation to register any Designated Shares in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In connection with such eventregistration or in case of a determination to delay registration, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If shall be permitted to delay in the good faith judgment registration of the managing underwriter of such public offering Designated Shares. All costs and expenses incident to the inclusion of all Company's registration of the Requested Stock would reduce Designated Shares under the number Securities Act, including, without limitation, all registration and filing fees, fees and expenses of shares to be offered by compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company or interfere with the successful marketing of the shares of stock offered and all independent certified public accountants, underwriters (excluding discounts and commissions) and other persons retained by the Company, shall, to the number of shares of Requested Stock otherwise to extent permitted by applicable federal and state securities laws, rules and regulations, be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required borne by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time during the three-year period commencing on the date hereof, the Company proposes or is required to file a registration statement registering any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than on Form S-4 or Form S-8, or such other forms as the U.S. Securities and Exchange Commission may hereafter promulgate for registration of securities in transactions for which Form S-4 or Form S-8 may be used as of the date hereof), whether or not for its own account, the Company shall give at least 20 days prior written notice to the Holder of its intention to do so. Upon written request by the Holder within 10 days after receipt of such notice, the Company shall use its commercially reasonable efforts to include in the securities to be registered by such registration statement all Warrant Shares that the Holder indicates in such notice that the Holder desires to sell, subject to the following terms and conditions: (a) if such registration statement is for a Business Combinationprospective underwritten offering, the Holder shall agree to (i) enter into an underwriting agreement, if required, in customary form with the underwriter or underwriters selected by the Company, and (ii) sell the Holder’s securities, if the Company shall determine so requests, on the same basis and upon the same terms as the other securities covered by such registration statement, other than securities proposed to proceed be registered by the holders of the Preferred Stock (as defined below), and provided that if the number of shares requested by the Holder to be registered in such offering exceeds the amount of shares which the underwriters reasonably believe is compatible with the actual success of such underwritten offering, the Company shall only be required to include in such offering that number of shares requested to be registered by the Holder as the underwriters believe will not jeopardize the success of such offering, (b) if the number of shares the Company is able to register is limited due to Rule 415 or other SEC shelf registration rules, the Company shall only be required to register the Warrant Shares the Holder elects to include on a pari passu basis with the other shares being registered, other than any shares proposed to be registered by the holders of the Preferred Stock; and (c) the Company may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the Holder or any other holder. The Company shall have exclusive control over the preparation and filing of a new any registration statement proposed to be filed under this Section 5 as well as any amendments and supplements thereto and the Securities Act withdrawal or revocation thereof. The Company’s obligations pursuant to this Section 5 are subject to the Holder’s cooperation with respect to any such proposed registration, including but not limited to the provision of such information as may reasonably be requested by the Company, the underwriter(s) or any other authorized parties and the execution and delivery of such agreements (including indemnification and contribution agreements), instruments and documents as may be reasonably requested thereby, and the Holder’s compliance with all applicable laws. The Company shall pay all reasonable expenses incurred in connection with the proposed offer registration contemplated hereby, including without limitation registration and sale filing fees, printing expenses, and fees and expenses of any of its securities by it or any of its security holders (other than a registration statement on Form X-0counsel for the Company. Notwithstanding the foregoing, X-0 or other limited purpose form), the Company will give written notice of its determination underwriting discounts and commissions and transfer taxes relating to the Investor or its nominee. Upon Holder’s registered securities included in any registration hereunder, and all fees and expenses for counsel to the written request from a majority-in-interest of the Registrable SecuritiesHolder, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held shall be borne and paid by the Investors making such request (the “Requesting Holders”) to be included Holder. The registration rights and other rights granted in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten 5 are not assignable, in whole or in part, without the Company may require that prior written consent of the Requested Stock be included in Company. Notwithstanding anything to the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such eventcontrary set forth herein, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations Holder hereby expressly agrees and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment acknowledges that any registration rights of the managing underwriter of such public offering the inclusion of all Holder hereunder are subordinate to those of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised10% (PIK) Series A Preferred Stock and the Company’s 10% (PIK) Series B Preferred Stock (together, the exercise “Preferred Stock”) and procedural provisions warrants issued to such holders in connection with the purchase and sale of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsPreferred Stock.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine proposes to proceed with register any of its Common Stock or any other equity securities (or other securities convertible into equity securities) of the actual preparation and filing of a new registration statement Company under the Securities Act in connection with for sale to the proposed offer and sale public for cash, whether for its own account or for the account of any of its securities by it or any of its other security holders or both (other than a Demand Registration or a registration on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) or any other form not available for registering the Registrable Stock for sale to the public), as soon as practicable prior to the filing of such registration statement on Form X-0with the Commission, X-0 or other limited purpose form), the Company it will give written notice of its determination intention to effect such registration (each such notice a “Piggyback Notice”) to (i) if such proposed registration is being made in connection with the Investor Company’s initial Public Offering, each of WCAS, the Xxxxxxx Investors and, unless WCAS elects to waive its rights under this Section 2(d) as provided below with respect to such registration within ten days of receiving its Piggyback Notice, the other Investors or its nominee(ii) if such proposed registration is to occur after the IPO Date, to each Investor. Upon the written request from a majority-in-interest of any Investor, given within 20 days after the giving of the Piggyback Notice to such Investor entitled to receipt thereof, to register any of its Registrable Securities, within 15 days after receipt Stock (which request shall state the number of any such notice from shares of Registrable Stock to be so registered and the Companyintended method of disposition thereof), the Company will, except as herein provided, will use its commercially reasonable efforts to cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) , as to which registration shall have been so requested, to be included in such the securities to be covered by the registration statement (each, a “Piggy-Back Registration”)proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the prospective seller or sellers such Investor of the Requested Stocksuch Registrable Stock so registered; provided, further, that nothing herein shall prevent the Company from, from abandoning or delaying such registration at any time. Notwithstanding anything to the contrary contained herein, abandoning or delaying any registration. If in connection with any registration pursuant statement to be filed prior to the IPO Date, if WCAS elects to waive its rights under this Section 4.2 2(d) with respect to such registration and the related initial Public Offering, such waiver shall be underwritten effective as a waiver of the rights of all Investors other than the Xxxxxxx Investors under this Section 2(d) with respect to such registration and offering. In the event that any registration referred to in this Section 2(d) shall be, in whole or in part, the Company may require that the Requested an underwritten public offering, such Registrable Stock shall be included in the underwriting on the same terms and conditions as the securities shares otherwise being sold through underwriters under such registration. The number of shares of Registrable Stock to be included in such an underwritten offering may be reduced if and to the underwriters. In such eventextent that, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment opinion of the managing underwriter of such public offering the offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Requested Stock would reduce the number of shares to be offered by sold, and, in the Company or interfere with the successful marketing case of the any such reduction, shares of stock offered by the Company, the number of shares of Requested Stock otherwise to shall be included in the underwritten public such offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To to the extent only a portion of so permissible on the Requested Stock is included following basis: (x) in the underwritten public offering, those shares case of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public Public Offering (1) first, all shares proposed to be included by the Company for the account of the Company shall be included, (2) second, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering may be exercised, based on the exercise and procedural provisions number of such agreementshares of Registrable Stock held by the Xxxxxxx Investors) up to an amount of Registrable Stock that can be sold in such Public Offering for an aggregate $105,000,000, rather than (3) third, all Registrable Stock proposed to be included by the provisions WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of Sections 4.2such shares of Registrable Stock held by the WCAS Investors) up to an amount of Registrable Stock that can be sold in such Public Offering for an aggregate of $105,000,000 (subject to adjustment to give effect to any shares of Registrable Stock distributed by WCAS and WCAS XX XX to their respective partners prior to such Public Offering), 4.3 (4) fourth, all Registrable Stock proposed to be included by the Investors that have not been otherwise included shall be included (subject to pro rata reduction among the Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such Investors) and 4.4 hereof(5) finally, Common Stock proposed to be included by the Company for the account of other stockholders of the Company shall govern be included, and (y) in the case of any subsequent Public Offering (1) first, all shares proposed to be included by the Company for the account of the Company shall be included, (2) second, all Registrable Securities with Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors) up to an amount of Registrable Stock that can be sold in such Public Offering for an amount equal to the proceeds received by the Xxxxxxx Investors in the Company’s initial Public Offering less the aggregate amount of proceeds received by the WCAS Investors in respect of Registrable Stock included in previous Public Offerings (subject to Piggyadjustment to give effect to any shares Registrable Stock distributed by WCAS and WCAS XX XX to their respective partners prior to such Public Offering, but after the previous Public Offering), (3) third, all Registrable Stock proposed to be included by the Investors that have not been otherwise included shall be included (subject to pro rata reduction among the Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such Investors) and (4) finally, Common Stock proposed to be included by the Company for the account of other stockholders of the Company shall be included. Each Investor agrees to keep any information it receives from the Company pursuant to Section 2(a), including any Demand Registration Notice, and this Section 2(d), including any Piggyback Notice, confidential until it is publicly disclosed or such proposed registration is abandoned. Each Investor acknowledges that trading on material non-Back Registrationspublic information is a violation of the U.S. securities laws, and each Investor agrees not to do so in respect of its Registrable Stock.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time after a Business CombinationJuly 1, if 1999 ----------------------------- and expiring July 1, 2004, the Company shall determine proposes to proceed with the actual preparation and filing register any of a new registration statement its securities under the Securities Act in connection with the proposed offer and sale of any of its securities by it 1933, as amended ("Act") (except for registrations on Forms S-8 or any of its security holders (other than a registration statement on Form X-0, X-0 S-4 or other limited purpose formtheir equivalent), the Company it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to Holder of its determination intention to do so. If Holder notifies the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, Company within 15 twenty (20) days after receipt of any such notice from the Companyof its desire to include any such shares of Common Stock issuable upon exercise of this Warrant in such proposed registration statement, the Company willshall afford Holder the opportunity to have any such shares of Common Stock registered under such registration statement at the Company's sole cost and expense. These rights may be exercised at any time on an unlimited number of occasions prior to July 1, except as herein provided2004, cause all subject to the absolute discretion of any underwriter of the Registrable Securities covered by such request (Company's securities requesting that the “Requested Stock”) shares of Common Stock held by the Investors making such request (Holder not be sold for a period not to exceed 180 days from the “Requesting Holders”) effective date of the Company's initial underwritten public offering. If the underwriter believes that the total amount of securities sought to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition registered by the prospective seller or sellers Holder and any other holder of similar rights exceeds the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require amount of securities that the Requested Stock be included underwriter deems advisable to include in the underwriting on offering, only the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the pro rata number of shares of Requested Common Stock otherwise to be included in requested by the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and Holder with all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Common Stock which are thus excluded from the underwritten public offering and any other securities of requesting registration pursuant to piggyback registration rights, if any, shall be so registerable. If the Company held by such holders shall be withheld from the market by the holders thereof for files a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering on Form S-8 and this Warrant may be exercisedregistered under the Act at that time, the exercise Company agrees to include the Warrant and procedural provisions of Common Shares in such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsregistration.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement register under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, X-0 or other limited purpose form(iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the Company will give right to acquire Registrable Shares, written notice of its such determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securitiesand, if within 15 thirty (30) days after receipt of any such notice from the Companynotice, such holder shall so request in writing, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) shall use its commercially reasonable efforts to be included include in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers any part of the Requested StockRegistrable Shares such holder requests to be registered therein; providedprovided that, furtherif, that nothing herein shall prevent the Company from, at in connection with any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute offering involving an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Common Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of Requested such Common Stock otherwise which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in the underwritten public offering such registration statement only such limited portion (which may be reduced pro rata (by number of sharesnone) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities Shares with respect to Piggy-Back Registrationswhich such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock sold in the Offering; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Act.

Piggyback Registration Rights. Subject to The Company covenants and agrees with the last sentence Placement Agent and any other Holders or subsequent Holders of this Section 4.2the Registrable Securities that if, at any time within the period commencing on the Issue Date and ending five years after the Issue Date, it proposes to file a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement or Offering Statement with respect to any class of equity or equity-related security under the Securities Act in connection with a primary registration on behalf of the proposed offer Company and/or in a secondary registration on behalf of holders of such securities and sale the registration form or Offering Statement to be used may be used for registration of any of its securities by it or any of its security holders (the Registrable Securities other than a registration statement on Form X-0, X-0 S-8 or other limited purpose form)Form S-4 or their then equivalents, the Company will give prompt written notice (which, in the case of a registration statement or notification pursuant to the exercise of demand registration rights other than those provided in Section 8(a) of this Agreement, shall be within ten (10) business days after the Company's receipt of notice of such exercise and, in any event, shall be at least 30 days prior to such filing) to the Holders of Registrable Securities (regardless of whether some of the Holders shall have therefore availed themselves of the right provided in Section 8(a) of this Agreement) at the addresses appearing on the records of the Company of its determination intention to the Investor file a registration statement or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any Offering Statement and will offer to include in such notice from the Company, the Company will, except as herein provided, cause registration statement or Offering Statement all but not less than 20% of the Registrable Securities covered by such request and limited, in the case of a Regulation A offering, to the amount of the available exemption, subject to paragraphs (the “Requested Stock”i) held by the Investors making such request and (the “Requesting Holders”ii) to be included in such registration statement of this paragraph (each, a “Piggy-Back Registration”b), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back which the Company has received written requests for inclusion therein within ten (10) days after the giving of notice by the Company. All registrations requested pursuant to this paragraph (b) are referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to this paragraph (b) will be made solely at the Company's expense.

Piggyback Registration Rights. Subject In addition to the last sentence of this Company’s agreement pursuant to Section 4.22(a) above, if the Company shall, at any time after a Business Combinationduring the Effectiveness Period or as contemplated pursuant to Section 2(c) and ending when all Registrable Securities have been sold by Holders, if the Company shall determine (i) to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and register for sale of any of its securities Common Stock in an underwritten offering, or (ii) to file a registration statement covering the resale of any shares of the Common Stock held by it or any of its security holders shareholders (other than a the registration statement on Form X-0, X-0 or other limited purpose formcontemplated in Section 2(a) above), the Company will give shall provide written notice of its determination to the Investor or its nomineeHolders, which notice shall be provided no less than fifteen (15) calendar days prior to the filing of such applicable registration statement (the “Company Notice”). Upon In that event, the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt right of any such notice from the Company, the Company will, except as herein provided, cause all of Holder to include the Registrable Securities covered by in such a registration shall be conditioned upon such Xxxxxx’s written request to participate which shall be delivered to the Company within ten (10) calendar days after the “Requested Stock”Company Notice, as well as such Xxxxxx’s participation in such underwriting (if applicable, for purposes of this paragraph) held by and the Investors making inclusion of such request Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through such underwriting shall (together with the “Requesting Holders”Company and any other stockholders of the Company selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting. Notwithstanding anything herein to the contrary, if the underwriter determines that marketing factors require a limitation on the number of shares of Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration and underwriting, if any. The number of Registrable Securities to be included in such registration statement (each, a “Piggy-Back Registration”), all and underwriting shall be allocated first to the extent requisite Company, then to permit all other selling stockholders, including the sale or other disposition by Holders, who have requested to sell in the prospective seller or sellers registration on a pro rata basis according to the number of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registrationshares requested to be included therein. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the underwriter. A Holder with Registrable Securities included in any registration shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required in order to comply with any applicable law or regulation in connection with the registration of such Holder’s Registrable Securities or any qualification or compliance with respect to such Holder’s Registrable Securities and referred to in this Agreement. The Company shall have the right to terminate or withdraw any registration initiated by it before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. Notwithstanding the foregoing, the Company shall not be required to register any Registrable Securities pursuant to this Section 4.2 shall be underwritten in whole 2(d) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) or in part, that are the subject of a then-effective Registration Statement. The Company may require that postpone or withdraw the Requested Stock be included filing or the effectiveness of a piggyback registration at any time in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsits sole discretion.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine to proceed prepare and file with the actual preparation and filing of Commission a new registration statement (a “ Registration Statement ”) relating to an offering for its own account or the account of others under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (equity securities, other than a registration statement on Form X-0, X-0 S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other limited purpose formemployee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of its such determination to such holder and, thereupon, (i) in the Investor case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or its nominee. Upon any part of such Warrant Shares such holder requests to be registered; provided, however , that the written request from a majority-in-interest Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Registrable SecuritiesSecurities Act. In the case of an underwritten public offering, within 15 days after receipt if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of any the Warrant Shares in such notice from the CompanyRegistration Statement, then if the Company will, except as herein provided, cause all after consultation with the managing underwriter should reasonably determine that the inclusion of the Registrable Securities covered by Warrant Shares would materially adversely affect the offering contemplated in such request Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the “Requested Stock”) held by number of Warrant Shares of the Investors making holders included in such request Registration Statement shall be reduced pro-rata among such holders (based upon the “Requesting Holders”) number of Warrant Shares requested to be included in such registration statement (each, a “Piggy-Back Registration”the registration), all to if the extent requisite to permit Company after consultation with the sale underwriter(s) recommends the inclusion of fewer Warrant Shares, or other disposition by the prospective seller or sellers (y) none of the Requested StockWarrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, furtherhowever , that nothing herein shall prevent if securities are being offered for the Company from, at any time, abandoning account of other persons or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions entities as well as the securities otherwise being sold through the underwriters. In Company, such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and reduction shall not represent a lock-up on Registrable Securities not being sold. If in the good faith judgment greater fraction of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares Warrant Shares intended to be offered by the Company holders than the fraction of similar reductions imposed on such other persons or interfere with the successful marketing of the shares of stock offered by entities (other than the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations).

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time after a Business Combinationfollowing the earlier of the Closing Date or the termination of the Merger Agreement in accordance with its terms, if the Investor Beneficially Owns any Registrable Shares and the Company shall determine intends to proceed with register any shares of the actual preparation and filing of a new registration statement Company Common Stock under the Securities Act by filing a registration statement or prospectus supplement on a form and in connection with a manner that would permit registration of such shares of the proposed offer and Company Common Stock for sale of any of its securities by it or any of its security holders to the public under the Securities Act (other than a any registration statement of shares of the Company Common Stock on Form X-0S-4 or S-8 or any similar forms or any successor forms thereto), X-0 or other limited purpose form)then the Company shall provide a written notice (the “Piggyback Notice”) to the Investor of such intention at least five (5) Business Days (provided that if the Company determines that a shorter notice period is required to avail itself of favorable market conditions, the Company will give written notice of its determination to shall provide the Investor with no less than two (2) Business Days’ notice) prior to any filing of such registration statement or its nominee. Upon prospectus supplement, as applicable, which Piggyback Notice shall offer the written request from Investor an opportunity to include in such registration statement all or a majority-in-interest portion of the Registrable SecuritiesShares Beneficially Owned by the Investor on the terms and conditions (including any underwriting lock-ups and other restrictions) of the proposed offering. The Investor shall, within 15 days after receipt to the extent it is so permitted under the terms of any such notice from the Agreement, have a reasonable period under the circumstances (that shall be determined in good faith by the Company, based on market conditions) after delivery of the Piggyback Notice to notify the Company will, except as herein provided, cause in writing that the Investor agrees to the terms and conditions of the proposed offering and elects to include all or a portion of the Registrable Securities covered Shares in such offering, specifying the amount of the Registrable Shares to be included. Notwithstanding anything to the contrary contained in this paragraph (d), (i) the Investor shall not be entitled to elect to include any Registrable Shares in the Company’s offering pursuant to this paragraph (d) until it furnishes the information required by paragraph (f) and unless it is permitted to Transfer under Section 4.1 of the Agreement the Registrable Shares which the Investor requests to include in the Company’s offering, (ii) the Company shall have the right to terminate or withdraw any registration initiated by it prior to the effectiveness of such request registration whether or not the Investor has elected to include all or a portion of the Registrable Shares in such registration, and (iii) if the “Requested Stock”) held registration contemplated by the Investors making such request (Piggyback Notice is an underwritten registration, and to the “Requesting Holders”) extent the managing underwriters thereof in good faith advise the Company that in their opinion the number of Registrable Shares elected to be included in such registration statement (each, a “Piggy-Back Registration”), all to would cause the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the aggregate number of shares of Requested the Company Common Stock otherwise to be included offered to be greater than that which can be sold in the underwritten public an orderly manner in such offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only within a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating price range acceptable to the Company’s initial public , then the Company shall not be required to include in such offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsShares.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time after a Business Combinationtime, if the Company shall determine to proceed with the actual preparation and filing of a new there is not an effective registration statement under covering the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest resale all of the Registrable Securities, and Company shall determine to prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement relating to an offering for its own account or the account of others under the Securities Act, of any of its equity securities (other than: (i) on Form S-4 (as promulgated under the Securities Act), (ii) Form S-8 (as promulgated under the Securities Act), (iii) on Form S-1A with respect to equity securities that have already been registered under the Securities Act as of the date hereof, or (iv) the then equivalents of Form S-4 or S-8 relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then Company shall send to Purchasers a written notice of such determination and, if within 15 ten (10) days after receipt by Purchasers of any such notice notice, Company shall receive a request in writing from the CompanyPurchasers, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included shall include in such registration statement all or any part of such Registrable Securities holders requests to be registered at no cost to Holders (eachother than underwriting discounts, fees and commissions). Notwithstanding the foregoing, if a “Piggy-Back Registration”)registration involves an underwritten offering, all to and the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein lead managing underwriter shall prevent the advise Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the amount of securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may exceeds the amount which can be reduced pro rata (by sold in the offering, the number of shares) among securities owned by Purchaser to be included in the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities offering shall be eliminated or excluded in their entirety if so reduced as required by the managing underwriter. To Notwithstanding anything contained herein to the extent only contrary, securities shall cease to be Registrable Securities when (a) a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by Registration Statement covering such holders shall be withheld from the market Registrable Securities has been declared effective by the holders thereof for a period, not Commission and it has been disposed of pursuant to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering effective Registration Statement or (b) such Registrable Securities may be exercised, sold pursuant to Rule 144 under the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsAct without volume restriction.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combinationduring the Term of this Agreement, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-4, X-0 S-8 or other limited purpose formpurpxxx xxxx), the Company will give written notice of its determination to the Investor or its nomineeConsultant. Upon the written request from a majority-in-interest of the Registrable SecuritiesConsultant, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered such Shares held by such request Consultant (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”"Consultant's Shares") to be included in such registration statement (eachstatement, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers Consultant of the Requested Stockshares to be so registered; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 4.1 shall be underwritten in whole or in part, the Company may require that the Requested Stock Consultant's Shares requested for inclusion pursuant to this Section 4.1 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock Consultant's Shares would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock Consultant's Shares otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is Consultant's Shares are included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 4.1 shall not apply to any of the Consultant's Shares that at such time as are eligible for immediate resale pursuant to Rule 144(k) under the provisions of Act. The Company shall pay the registration rights agreement filed as an exhibit to expenses described in Section 4.2 for the registration statement relating filed pursuant to this Section 4.1, except for underwriting discounts and commissions and legal fees of the Company’s initial public offering may Consultant, which shall be exercised, borne by the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsConsultant.

Piggyback Registration Rights. Subject to For a period of twenty-four (24) months following the last sentence of this Section 4.2, at any time after a Business CombinationClosing Date, if the Company shall determine proposes to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than file a registration statement with respect to any class of its equity securities and included in such registration statement are securities held for the account of one or more holders of securities of the Company, but excluding any registration statements (i) on Form X-0, X-0 S-4 or other limited purpose S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the 1933 Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Conversion Shares), then the Company will shall in each case give written notice of its determination the proposed filing to Buyer at least twenty (20) business days before the Investor or its nominee. Upon the written request from a majority-in-interest anticipated filing date of the Registrable Securities, within 15 days after receipt of any such notice from registration statement by the Company, which the Company will, except as herein provided, cause notice must offer to Buyer the opportunity to have any or all of the Registrable Securities covered by such request (the “Requested Stock”) Conversion Shares included in that registration statement. If Buyer wishes to have any of those Conversion Shares or any shares of Common Stock held by the Investors making Buyer registered under this Section 9(b), Buyer must so advise the Company in writing within ten (10) business days after the date of his receipt of that notice, specifying how many of the Conversion Shares it wishes to have so registered, and the Company shall include in that registration statement all Conversion Shares or shares of Common Stock that Buyer has requested be included therein subject to the provisions of the next sentence. Notwithstanding the foregoing, if the underwriter for the offering being registered shall determine and advise the Company in writing that marketing factors require a limitation in the number of securities that can be sold in the offering, then the Company will include in such request (registration the “Requesting Holders”) securities requested to be included pro rata among all holders with such piggyback rights on the basis of the number of securities requested to be included by such holders; provided that no shares of any executive officers of directors shall be included in such registration statement (each, a “Piggy-Back Registration”), unless all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; Holder’s shares are included and provided, furtherfurther that if any shares of any holders with piggyback rights are included then the Holder shall be entitled to register at least twenty-five percent (25%) of its Conversion Shares or shares of Common Stock. In furtherance and not in limitation of the foregoing, that nothing herein the Buyer shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration have no rights pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions Article 9 at such time as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares Buyer’s Conversion Shares may be sold without limitation pursuant to be offered by Rule 144 and without any requirements applicable to the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten such as current public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsinformation requirements.

Piggyback Registration Rights. Subject In addition to the last sentence of this Company’s agreement pursuant to Section 4.22(a) above, if the Company shall, at any time after a Business Combinationduring the Effectiveness Period or as contemplated pursuant to Section 2(c) and ending when all Registrable Securities have been sold by Holders, if the Company shall determine (i) to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and register for sale of any of its securities Common Stock in an underwritten offering, or (ii) to file a registration statement covering the resale of any shares of the Common Stock held by it or any of its security holders stockholders (other than a (w) any registration statement on Form X-0S-8 or Form S-4, X-0 (x) any registration statement for an offering pursuant to Rule 415(a)(1)(x) under the Securities Act, except to the extent a prospectus for an immediate underwritten offering or other limited purpose forma prospectus covering the resale of any shares of the Common Stock held by any of its stockholders, in each case meeting the requirements of Section 10(a) of the Securities Act, is included therein at the initial effective time thereof, (y) any registration statement filed as contemplated by Section 2(a) above, and (z) any registration statement filed as contemplated by the Existing Registration Rights Agreements), the Company will give shall provide written notice of its determination to the Investor or its nomineeHolders, which notice shall be provided no less than fifteen (15) calendar days prior to the filing of such applicable registration statement (the “Company Notice”). Upon In that event, the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt right of any such notice from the Company, the Company will, except as herein provided, cause all of Holder to include the Registrable Securities covered by in such a registration shall be conditioned upon such Hxxxxx’s written request to participate which shall be delivered to the Company within ten (10) calendar days after the “Requested Stock”Company Notice, as well as such Hxxxxx’s participation in such underwriting (if applicable, for purposes of this paragraph) held by and the Investors making inclusion of such request Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through such underwriting shall (together with the “Requesting Holders”Company and any other stockholders of the Company selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting. Notwithstanding anything herein to the contrary, if the underwriter determines that marketing factors require a limitation on the number of shares of Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration and underwriting, if any. The number of Registrable Securities to be included in such registration statement (each, a “Piggy-Back Registration”), all and underwriting shall be allocated first to the extent requisite Company, then to permit all other selling stockholders, including the sale or other disposition by Holders, who have requested to sell in the prospective seller or sellers registration on a pro rata basis according to the number of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registrationshares requested to be included therein. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the underwriter. A Holder with Registrable Securities included in any registration shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required in order to comply with any applicable law or regulation in connection with the registration of such Holder’s Registrable Securities or any qualification or compliance with respect to such Holder’s Registrable Securities and referred to in this Agreement. The Company shall have the right to terminate or withdraw any registration initiated by it before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. Notwithstanding the foregoing, the Company shall not be required to register any Registrable Securities pursuant to this Section 4.2 shall be underwritten in whole 2(d) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) or in part, that are the subject of a then-effective Registration Statement. The Company may require that postpone or withdraw the Requested Stock be included filing or the effectiveness of a piggyback registration at any time in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsits sole discretion.

Piggyback Registration Rights. Subject to If the last sentence of this Section 4.2, Company at any time after a Business Combination, if the Company shall determine (other than pursuant to proceed with the actual preparation and filing Section 2) proposes to register any of a new registration statement its securities under the Securities Act in connection with for sale to the proposed offer and sale public, whether for its own account or for the account of any of its securities by it or any of its other security holders or both (other than a except with respect to registration statement statements on Form Forms X-0, X-0 (or other limited purpose formany successor forms thereto) or another form not available for registering the Registrable Stock for sale to the public), the Company each such time it will give prompt written notice to all holders of outstanding Registrable Stock of its determination intention to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of any such holder, received by the Registrable Securities, Company within 15 30 days after receipt the giving of any such notice from by the Company, to register any of its Registrable Stock, the Company will, except as herein provided, will use its best efforts to cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Stock as to which registration shall have been so requested to be included in such the securities to be covered by the registration statement (each, a “Piggy-Back Registration”)proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the prospective seller or sellers holder of such Registrable Stock so registered. In the Requested Stock; provided, further, event that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 3 shall be underwritten be, in whole or in part, an underwritten public offering of Common Stock, the Company may require that the Requested number of shares of Registrable Stock to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations may be reduced if and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If to the extent that, in the good faith judgment opinion of the managing underwriter of such public offering offering, inclusion would adversely affect the inclusion marketing of the securities to be sold by the Company therein. In the event that the managing underwriter on behalf of all of the Requested Stock would reduce underwriters limits the number of shares to be offered by the Company included in a registration pursuant to this Section 3, or interfere with the successful marketing shall otherwise require a limitation of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offeringregistration, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of then the Company held by will include in such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.registration:

Piggyback Registration Rights. Subject to The Company covenants and agrees with Strasbourger and any other Holders or subsequent Holders of the last sentence of this Section 4.2Registrable Securities that if, at any time within the period commencing one year and ending five years after the Effective Date, it proposes to file a Business Combination, if the Company shall determine Registration Statement or Offering Statement with respect to proceed with the actual preparation and filing any class of a new registration statement under the Securities Act security (other than in connection with an offering to the proposed offer Company's employees) under the Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and sale the registration form or Offering Statement to be used may be used for registration of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form)the Registrable Securities, the Company will give prompt written notice (which, in the case of a Registration Statement or notification pursuant to the exercise of demand registration rights other than those provided in Section 10(a) of this Agreement, shall be within ten (10) business days after the Company's receipt of notice of such exercise, in any event, shall be at least 45 days prior to such filing) to, the Holders of Registrable Securities (regardless of whether some of the Holders shall have theretofore availed themselves of the right provided in Section 10(a) of this Agreement) at the addresses appearing on the records of the Company of its determination intention to the Investor file a Registration Statement or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Offering Statement and will offer to be included include in such registration statement or Offering Statement to the maximum extent possible, and limited, in the case of a Regulation A offering, to the amount of the available exemption, subject to sub-paragraphs (each, a “Piggy-Back Registration”i) and (ii) of this paragraph (b), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back which the Company has received written requests for inclusion therein within ten (10) days after the giving of notice by the Company. All registrations requested pursuant to this Section 10(b) are referred to herein as "Piggyback Registrations." All Piggyback Registrations pursuant to this Section 10(b) will be made solely at the Company's expense. This paragraph is not applicable to a Registration Statement filed by the Company with the Commission on Forms S-4 or S-8 or any successor forms.

Piggyback Registration Rights. Subject 8.1 If the Company determines to proceed with the preparation and filing with the SEC of a registration statement (the "Registration Statement") relating to an offering for its own account or the account of others under the 1933 Act of any of its common shares, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or its then equivalents relating to equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to the last sentence Subscriber written notice of this Section 4.2such determination and, if within thirty (30) days after receipt of such notice, the Subscriber shall so request in writing, the Company will cause the registration under the 1933 Act of the Shares and (the "Registrable Securities"), provided that if at any time after giving written notice of its intention to register any of its common shares and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such common shares, the Company may, at its election, give written notice of such determination to the Subscriber and, thereupon, (i) in the case of a Business Combinationdetermination not to register, shall be relieved of its obligation to register the Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering the Registrable Securities for the same period as the delay in registering such other common shares. The Company shall include in such registration statement all or any part of the Registrable Securities provided however that the Company shall not be required to register any Shares that are eligible for sale pursuant to Rule 144(k) of the 1933 Act. Notwithstanding any other provision in this Section 8, if the Company shall determine to proceed with receives a comment from the actual preparation and filing of a new registration statement under the Securities Act SEC which effectively results in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice having to reduce the number of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable SecuritiesSecurities included on such Registration Statement, within 15 days after receipt of any such notice from the Company, then the Company willmay, except as herein providedin its sole discretion, cause all reduce on a pro rata basis the number of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRegistration Statement.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationthe Initial Closing, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to all record holders of the Investor or its nomineeReserved Shares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities"Requesting Holders"), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Reserved Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Reserved Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 5.2 shall not apply after the earlier of (a) the date that all of the Reserved Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations1933 Act.

Piggyback Registration Rights. Subject to (a) If the last sentence of this Section 4.2Company, at any time on or after a Business Combinationthe Base Date and on or before the five (5) year anniversary of the Base Date, if the Company shall determine proposes to proceed with the actual preparation and filing register any of a new registration statement its securities under the Securities Act (other than in connection with a registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the proposed offer and sale account of any holder or holders of its securities by it shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its security intention to do so. Upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities made within twenty (other than a registration statement on Form X-020) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder), X-0 or other limited purpose formexcept as set forth in Section 8.2(b), the Company will give written notice use its reasonable best efforts to effect the registration under the Securities Act of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered which the Company has been so requested to register by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (eachholder, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested StockRegistrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, furtherhowever, that nothing herein shall prevent the Company fromif, at any timetime after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, abandoning the Company shall determine for any reason in its sole discretion either to not register, to delay or delaying to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under the applicable provisions of Section 8.3 or Section 8.4, as the case may be, (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares) and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration. If any The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations8.2.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.25.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor Subscriber or its nomineenominee(s). Upon the written request from a majority-in-interest of the Registrable SecuritiesSubscribers, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors Subscribers making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating Registration Statement covering the shares of Common Stock acquired by the Subscribers prior to the Company’s initial public offering this Offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.25.2, 4.3 5.3 and 4.4 5.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRegistration.

Piggyback Registration Rights. Subject 152 The Company shall advise the Holder by written notice at least ten (10) calendar days prior to the last sentence of this Section 4.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement Registration Statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it (excluding registration on Forms X-0, X-0, or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose formsuccessor forms thereto), covering securities of the Company will give written notice to be offered and sold (whether by the Company or any stockholder thereof) and shall, upon the request of its determination the Holder given at least five calendar (5) days prior to the Investor or its nominee. Upon filing of such Registration Statement, include in any such Registration Statement such information as may be required to permit the written request from a majority-in-interest public distribution of the Registrable SecuritiesRestricted Stock. The Holder shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in the Registration Statement. In the event that any registration pursuant to this Section 2 shall be, within 15 days after receipt in whole or in part, an underwritten public offering of any such notice from Common Stock on behalf of the Company, and the managing underwriters advise the Company will, except as herein provided, cause all in writing that in their opinion the number of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) securities requested to be included in such registration statement exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration (eachi) first, a “Piggy-Back Registration”)the securities the Company proposes to sell, all and (ii) second, the Restricted Stock and any other securities eligible and requested to be included in such registration to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by registered will not, in the Company or interfere with the successful marketing opinion of the shares managing underwriters, adversely affect the offering of stock offered by the Companysecurities pursuant to clause (i), pro rata among the holders of such securities, including the Holder of the Restricted Stock, on the basis of the number of shares of Requested Stock otherwise eligible for registration which are owned by all such holders. Notwithstanding the foregoing, the Company may withdraw any registration statement referred to be included in this Section 2 without thereby incurring liability to the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRestricted Stock.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, (a) If at any time after a Business Combination, if the Company shall determine proposes to proceed with the actual preparation and filing of file a new registration statement Registration Statement under the Securities Act with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 6.02 hereof) on a form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the proposed offer and sale Stockholders, (iii) for an offering of any debt that is convertible into equity securities of its securities by it the Company, (iv) for a dividend reinvestment plan or any of its security holders (other than a registration statement v) on Form X-0S-4, X-0 or other limited purpose form), then the Company will shall give written notice of its determination such proposed filing to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by Stockholders as soon as practicable but not less than ten (10) days before the anticipated filing date of such request Registration Statement, which notice shall (A) describe the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) amount and type of securities to be included in such registration statement offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (eachB) offer to all of the Stockholders the opportunity to register the sale of such number of Registrable Securities as such Stockholders may request in writing within five (5) days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Stockholders within one (1) Business Day after the delivery of any such notice by the Company) (such Registration a “Piggy-Back Registration”)Piggyback Registration”); provided, all to however, that if the extent requisite to permit the sale or other disposition Company has been advised by the prospective seller or sellers managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Requested Stock; providedStockholders will have an adverse effect on the price, furthertiming or distribution of the Common Stock in the Underwritten Offering, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock then (A) if no Registrable Securities can be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If Underwritten Offering in the good faith judgment opinion of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by Underwriter(s), the Company shall not be required to offer such opportunity to the Stockholders or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to (B) if any Registrable Securities can be included in the underwritten public offering may be reduced pro rata (by number of shares) among Underwritten Offering in the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion opinion of the Requested Stock is included in managing Underwriter(s), then the underwritten public offering, those shares amount of Requested Stock which are thus excluded from Registrable Securities to be offered for the underwritten public offering and any other securities accounts of the Company held by such holders Stockholders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as determined based on the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsSection 6.03(b).

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at any time after a Business Combination, if 3.1. If the Company shall determine proposes to proceed with the actual preparation and filing of file a new registration statement under the Securities Act in connection with respect to any proposed public offering by the proposed offer and sale Company or by any holders of any class of its securities by it or any of its security holders the Company (other than a i) prior to the Registration Period, and the Company reasonably expects such registration statement on Form X-0to be declared effective during the Registration Period, X-0 or other limited purpose form)(ii) during the Registration Period, the Company will shall, not later than 30 days prior to the proposed date of filing of such registration statement with the SEC under the Securities Act, give written notice (a "Filing Notice") of its determination the proposed filing to each Holder, which notice shall describe in detail the proposed registration and distribution (including those jurisdictions where registration under the securities or blue sky laws is intended). During the Registration Period, each Holder may elect, by written notice to the Investor or its nominee. Upon Company (which notice shall specify the written request from a majority-in-interest aggregate number of Registrable Securities proposed to be offered and sold by such Holder pursuant to such Registration Statement, the identity of the proposed seller thereof, and a general description of the manner in which such person intends to offer and sell such Registrable Securities, ) given within 15 days after receipt of any such notice the Filing Notice from the Company, the Company will, except as herein provided, cause to have any or all of the Registrable Securities covered owned by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be Holder included in such registration statement (eachRegistration Statement, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent and the Company from, at any time, abandoning or delaying any registrationshall include such Registrable Securities in such Registration Statement. If any registration pursuant to this Section 4.2 shall be the Managing Underwriter(s) or Underwriters (in the case of an underwritten in whole registration) or in part, the Company may require that the Requested Stock be included (in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and case of a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public nonunderwritten registration covering a primary offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, ) should reasonably object to the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion exercise of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities Piggyback Registration Rights with respect to Piggy-Back Registrations.such Registration Statement, then in the discretion of the Company, either:

Piggyback Registration Rights. Subject If (but without any obligation to the last sentence of this Section 4.2do so), at any time after a Business Combinationbetween the date hereof and the Expiration Date, if the Company shall determine proposes to proceed with the actual preparation and filing register any shares of a new registration statement Common Stock under the Securities Act (including for this purpose any registration to be effected by the Company for any of its stockholders) in connection with the proposed offer and sale public offering of any of its such securities by it or any of its security holders solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating solely to an SEC Rule 145 transaction, a registration on any registration form which does not permit secondary sales or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement on Form X-0, X-0 covering the sale of Common Stock (a "Registration Statement") or other limited purpose forma registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company will shall, at such time, promptly give the Holder written notice of its determination intent to the Investor or its nomineefile such a Registration Statement. Upon the written request of the Holder given within ten (10) business days after the provision of such notice by the Company in accordance with Section 10, the Company shall, subject to the provisions of this Section 17, cause to be registered under the Act all of the Warrant Shares then held by the Holder and all of the Warrant Shares then issuable upon exercise of this Warrant (including without limitation such indeterminate number of additional shares of Common Stock resulting from a majority-in-interest of stock splits, stock dividends or similar transactions with respect to the Registrable Securities) that the Holder has requested to be registered (the "Registrable Securities"). Notwithstanding the foregoing, within 15 days after receipt if the Holder may immediately sell all shares of Registrable Securities under Rule 144 during any such 90-day period ending on the date on which notice from the Companyis to be given under this Section 17(a), then the Company willshall not be obligated to provide notice pursuant to this Section 17(a) or register any Warrant Shares pursuant to this Section 17. If, except as herein providedbefore June 30, cause 2004, all of the Registrable Securities covered by such request have not been either (i) sold pursuant to Rule 144 as described in the “Requested Stock”preceding sentence or (ii) held by registered under the Investors making such request (Act pursuant to the “Requesting Holders”) to be included provisions of this Section 17 then, solely in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such an event, the Requesting Holders shallExpiration Date of this Warrant shall be extended to December 31, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders 2008 and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by references herein to such holders Expiration Date shall be withheld from the market by the holders thereof for a perioddeemed to mean December 31, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations2008.

Piggyback Registration Rights. Subject 1.1 If the Company determines to proceed with the preparation and filing with the Securities and Exchange Commission (the “SEC”) of a registration statement (the "Registration Statement") relating to an offering for its own account or the account of others under the United States Securities Act of 1933, as amended (the “1933 Act”), of any shares of its common stock, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or its then equivalents relating to equity securities issuable in connection with stock options or other employee benefit plans, the Company shall send to the last sentence Shareholder written notice of this Section 4.2such determination and, if within thirty (30) days after receipt of such notice, the Shareholder shall so request in writing, the Company will cause the registration under the 1933 Act of the shares of common stock of the Company issued or issuable to the Shareholder upon exchange of the Exchangeable Shares held by the Shareholder (the "Registrable Securities"), provided that if at any time after giving written notice of its intention to register any of its shares of common stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such shares, the Company may, at its election, give written notice of such determination to the Shareholder and, thereupon, (i) in the case of a Business Combinationdetermination not to register, shall be relieved of its obligation to register the Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering the Registrable Securities for the same period as the delay in registering such other shares. The Company shall include in such registration statement all or any part of the Registrable Securities provided however that the Company shall not be required to register any of the Registrable Shares that are eligible for sale pursuant to Rule 144(k) of the 1933 Act. Notwithstanding any other provision in this Agreement, if the Company shall determine to proceed with receives a comment from the actual preparation and filing of a new registration statement under the Securities Act SEC which effectively results in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice having to reduce the number of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest shares of the Registrable Securitiescommon stock being registered on such Registration Statement, within 15 days after receipt of any such notice from the Company, then the Company willmay, except as herein providedin its sole discretion, cause reduce on a pro rata basis along with all other shares being registered the number of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRegistration Statement.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at (a) At any time after a Business Combinationthe Effective Date, if the Company shall determine proposes to proceed with register (whether proposed to be offered for sale by the actual preparation and filing Company or by any other Person) any shares of a new registration statement capital stock (collectively, the “Other Securities”) under the Securities Act on a form and in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a manner that would permit registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request for sale to the public under the Securities Act (t being understood that Form S-4 is not a form that would permit registration of the “Requested Stock”) held by Registrable Securities for sale to the Investors making such request (public under the “Requesting Holders”) Securities Act), each Holder of Registrable Securities will have the right to be included include its Registrable Securities in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to in accordance with this Section 4.2 shall be underwritten in whole or in part, the 2.02. The Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting will give prompt written notice to all Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on of Registrable Securities not being sold. If in of its intention to register the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce Other Securities, describing the number of shares to be offered by registered for sale and specifying the Company form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or interfere not such registration will be in connection with the successful marketing of the shares of stock offered by the Companyan underwritten offering, and if so, the number identity of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order and whether such offering will be pursuant to effect a “best efforts” or “firm commitment” underwriting). Upon the underwritten public offering. At such time as the provisions written request of the registration rights agreement filed as an exhibit any Holder delivered to the registration statement relating Company within 15 days after such notice shall have been received by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and shall confirm that such Holder will dispose of such Registrable Securities pursuant to the Company’s initial public offering may be exercisedintended method of disposition), the exercise and procedural provisions Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holders of such agreementRegistrable Securities; provided, rather than the provisions of Sections 4.2however, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.that:

Piggyback Registration Rights. Subject (a) If the Company at any time proposes or is required to register any of its Capital Stock or any other securities under the Securities Act (including pursuant to Section 8.2 hereof), whether or not for sale for its own account, in a manner that would permit registration of Registrable Securities for sale for cash to the public under the Securities Act, subject to the last sentence of this Section 4.28.3(a), it shall at each such time give prompt written notice (the “Piggyback Notice”) to each Stockholder of its intention to do so, which Piggyback Notice shall specify the number and class or classes (or type or types) of Registrable Securities to be registered. Upon the written request of any time Stockholder made within fifteen (15) business days after a Business Combinationreceipt of the Piggyback Notice by such Person (which request shall specify the number of Registrable Securities intended to be disposed of), if subject to the other provisions of this Article V, the Company shall determine to proceed effect, in connection with the actual preparation and filing registration of a new such Capital Stock or other securities, the registration statement under the Securities Act of all Registrable Securities which the Company has been so requested to register; provided, that in connection with no event shall the proposed offer and sale Company be required to register pursuant to this Section 8.3 any securities of a class or type other than the classes or types described in the Piggyback Notice. Notwithstanding anything to the contrary contained in this Section 8.3, the Company shall not be required to effect any registration of Registrable Securities under this Section 8.3 incidental to the registration of any of its securities by it on Forms S-4 or S-8 (or any similar or successor form providing for the registration of its security holders (other than a registration statement on Form X-0securities in connection with mergers, X-0 acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other limited purpose form), the Company will give written notice executive or employee benefit or compensation plans) or any other form that would not be available for registration of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to If the last sentence of this Section 4.2, Company at any time after a Business Combination, if the Company shall determine proposes to proceed with the actual preparation and filing register any of a new registration statement its equity securities under the Securities Act in connection with of 1933, as amended (the proposed offer and “1933 Act”), for sale to the public, whether for its own account or for the account of any of its securities by it or any of its other security holders or both (other than except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Registrable Securities for sale to the public, a registration statement on Form X-0S-3 to be filed by the Company to register securities issued in consideration for an acquisition, X-0 a registration statement on Form S-1 covering solely an employee benefit plan or other limited purpose forma registration statement relating to a dividend reinvestment plan), the Company it will give written notice of its determination at such time to the Investor or its nomineeeach Holder. Upon the written request from a majority-in-interest of the Registrable Securitieseach Holder, given within 15 twenty (20) days after receipt of any such notice from by the Company, to register any of its Registrable Securities (which request shall state the intended method of disposition thereof), the Company will, except as herein provided, will use its best efforts to cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) as to which registration shall have been so requested, to be included in such the securities to be covered by the registration statement (each, a “Piggy-Back Registration”)proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested StockHolder (in accordance with its written request); provided, further, provided that nothing herein shall prevent the Company from, at any time, from abandoning or delaying any registrationsuch registration at any time. If In the event that any registration pursuant to this Section 4.2 1(a) shall be underwritten be, in whole or in part, the Company may require an underwritten public offering of equity securities, any request by a Holder pursuant to this Section 1(a) to register Registrable Securities shall specify that the Requested Stock such Registrable Securities are to be included in the underwriting on the same terms and conditions as the equity securities otherwise being sold through the underwritersunderwriters under such registration. In The number of shares of Registrable Securities to be included in such event, the Requesting Holders shallan underwriting may be reduced (pro rata among all persons or entities having registration rights), if requested by and to be the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however that except in the case of the Company's initial public offering the inclusion of all of the Requested Common Stock would reduce (in which the number of shares to be offered by on behalf of selling shareholders may be reduced to zero) or in the Company or interfere with the successful marketing case of the shares an underwritten offering of stock offered by the Company, an equity security other than Common Stock (in which the number of shares of Requested Stock otherwise to be included in the underwritten public offering offered on behalf of selling shareholders may also be reduced pro rata (by to zero), in no event shall the number of sharesshares to be registered on behalf of selling Holders be less than twenty percent (20%) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included aggregate number of shares to be offered in such underwriting. If the offering covered by this Section 1(a) shall be an underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which designate the managing underwriter reasonably determines is necessary in order to effect the underwritten public of such offering. At In the event of any such time as reduction or cutback in the number of Registrable Securities to be registered, or in the event that the Company abandons any such registration prior to the effective date thereof, the Holders shall continue to maintain the rights provided by this Section 1, subject to the termination provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsthis Agreement.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time or times after a Business Combination----------- ----------------------------- the date hereof, if the Company shall determine to proceed with the actual preparation and filing register any shares of a new registration statement its Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock under the Securities Act (whether in connection with the proposed offer and sale a public offering of any of its securities by it the Company (a "primary offering"), a public offering of securities by stockholders (a "secondary offering"), or both, but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of its security holders (other than the Commission under the Securities Act is applicable or a registration statement on Form X-0, X-0 effected pursuant to Sections 5.2 or other limited purpose form5.3 hereof), the Company will promptly give written notice of its determination thereof to the Investors and the Founders (including for purpose of this Section 5.1 each Permitted Transferee). In connection with any such registration, if within thirty (30) days after their receipt of such notice (or 10 days in the case of a proposed registration on Form S-3) any Investor or its nominee. Upon Founder requests in writing the written request from a majority-in-interest inclusion in such registration of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause some or all of the Registrable Securities covered Shares (as hereinafter defined) owned by such request (the “Requested Stock”) Investor or Founder, or into which any Shares held by such Investor or Founder are convertible or exchangeable, the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which such Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stockand Founders so request; provided, furtherhowever, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shallcase of an -------- ------- underwritten public offering, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and underwriter determines that a lock-up limitation on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by underwritten is required, (i) if such registration is the Company or interfere with the successful marketing first registered offering of the shares Company's securities to the public, the underwriter may exclude from such registration and underwriting some or all of stock offered by the Registrable Shares which would otherwise be underwritten pursuant to the notice described herein, and (ii) if such registration is other than the first registered offering of the sale of the Company's securities to the public, the underwriter may limit the number of shares of Requested Stock otherwise Registrable Shares to be included in the underwritten public offering may be reduced pro rata registration and underwriting to not less than thirty percent (by number 30%) of shares) among the Requesting Holders securities included therein (based on aggregate market values). The Company shall advise all Investors and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required Founders promptly after such determination by the underwriter. To , and the extent only a portion number of the Requested Stock is Registrable Shares that may be included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering registration and any other securities of the Company held by such holders underwriting shall be withheld from the market by the holders thereof for a periodallocated among all Investors and Founders requesting registration in proportion, not as nearly as practicable, to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringtheir respective holdings of Registrable Shares. At such time as the provisions All expenses of the registration rights agreement filed and offering (including the reasonable fees and expenses of one independent counsel for the Investors as an exhibit a group and the Founders as a group, elected by a majority in interest (based on Registrable Shares proposed to be sold) of the Investors and Founders proposing to sell), shall be borne by the Company, except that the Investors and the Founders shall bear underwriting and selling commissions and transfer taxes attributable to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions sale of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the their Registrable Securities with respect to Piggy-Back RegistrationsShares.

Piggyback Registration Rights. Subject to The Company covenants and agrees with the last sentence Representatives and any other Holders or subsequent Holders of this Section 4.2the Registrable Securities that if, at any time within the period commencing one (1) year and ending five (5) years after the Effective Date, it proposes to file a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act with respect to any class of equity or equity-related security (other than in connection with an offering to the proposed offer Company's employees or in connection with an acquisition, merger or similar transaction) under the Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and sale the registration form to be used may be used for registration of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form)the Registrable Securities, the Company will give prompt written notice (which, in the case of a registration statement or notification pursuant to the exercise of demand registration rights other than those provided in Section 10(a) of this Agreement, shall be within ten (10) business days after the Company's receipt of notice of such exercise and, in any event, at least 30 days prior to such filing) to the Holders of Registrable Securities (regardless whether some of the Holders have theretofore availed themselves of the right provided in Section 10(a) of this Agreement) at the addresses appearing on the records of the Company of its determination intention to the Investor or its nominee. Upon the written request from file a majority-in-interest registration statement and will offer to include in such registration statement any of the Registrable Securities, within 15 days after receipt subject to paragraphs (i) and (ii) of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request this paragraph (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”b), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back which the Company has received written requests for inclusion therein within twenty (20) days after the giving of notice by the Company. All registrations requested pursuant to this paragraph (b) are referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to this paragraph (b) will be made solely at the Company expense.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationfollowing the Closing, if whenever the Company shall determine Purchaser proposes to proceed with the actual preparation and filing of a new registration statement register any DocuNet Common Stock for its own or others' account under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (for a public offering, other than a (i) any shelf registration statement on Form X-0, X-0 or other limited purpose form)of DocuNet Common Stock; (ii) registrations of shares to be used solely as consideration for acquisitions of additional businesses by the Purchaser and (iii) registrations relating to employee benefit plans, the Company will Purchaser shall give each of the Sellers prompt written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of any of the Registrable Securities, Sellers given within 15 30 days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, Purchaser shall cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at DocuNet Common Stock which any time, abandoning or delaying any registrationsuch Seller requests. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shallHowever, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If Purchaser is advised in the writing in good faith judgment of the by any managing underwriter of such public an underwritten offering the inclusion of all of the Requested Stock would reduce securities being offered pursuant to any registration statement under this Section 15.1 that the number of shares to be sold by persons other than the Purchaser is greater than the number of such shares which can be offered by without adversely affecting the Company or interfere with offering, the successful marketing of the shares of stock offered by the Company, Purchaser may reduce pro rata the number of shares offered for the accounts of Requested Stock otherwise such persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of all such persons in the offering, provided that, for each such offering made by the Purchaser after the Initial Public Offering, a reduction shall be made first by reducing the number of shares to be included in sold by persons other than the underwritten public offering may be reduced pro rata (by number of shares) among Purchaser, the Requesting Holders Sellers, the Founding Companies and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion stockholders of the Requested Stock is included in Founding Companies and other stockholders (the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities "Other Stockholders") of the Company immediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Sellers, the Founding Companies and the stockholders of the Founding Companies, and the Other Stockholders, pro rata based upon the number of shares held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationspersons.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2Sections 5.14 and 15.5, at any time after a Business Combinationfollowing the Closing, if whenever the Company shall determine Purchaser proposes to proceed with the actual preparation and filing of a new registration statement register any DocuNet Common Stock for its own or others' account under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (for a public offering, other than a (i) any shelf registration statement on Form X-0, X-0 or other limited purpose form)of DocuNet Common Stock; (ii) registrations of shares to be used solely as consideration for acquisitions of additional businesses by the Purchaser; and (iii) registrations relating to employee benefit plans, the Company will Purchaser shall give the Seller prompt written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of the Registrable Securities, Seller given within 15 30 days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, Purchaser shall cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent DocuNet Common Stock which the Company from, at any time, abandoning or delaying any registrationSeller requests. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shallHowever, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If Purchaser is advised in the writing in good faith judgment of the by any managing underwriter of such public an underwritten offering the inclusion of all of the Requested Stock would reduce securities being offered pursuant to any registration statement under this Section 15.1 that the number of shares to be sold by persons other than the Purchaser is greater than the number of such shares which can be offered by without adversely affecting the Company or interfere with offering, the successful marketing of the shares of stock offered by the Company, Purchaser may reduce pro rata the number of shares offered for the accounts of Requested Stock otherwise such persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of all such persons in the offering, provided that, for each such offering made by the Purchaser after the Initial Public Offering, a reduction shall be made first by reducing the number of shares to be included in sold by persons other than the underwritten public offering may be reduced pro rata (by number of shares) among Purchaser, the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by Seller, the underwriter. To Founding Companies, the extent only a portion stockholders of the Requested Stock is included in Founding Companies and other stockholders (the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities "Other Stockholders") of the Company immediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Seller, the Founding Companies, the stockholders of the Founding Companies, and the Other Stockholders, pro rata based upon the number of shares held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationspersons.

Piggyback Registration Rights. Subject to The Company agrees that if, after the last sentence of this Section 4.2date hereof, at any time after a Business Combination, if the Company Board shall determine to proceed with authorize the actual preparation and filing of a new registration statement under the Securities Act (other than a registration statement (i) filed in connection with an offering of securities to employees or directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer or offering of securities solely to the Company’s existing security holders, (iv) for a dividend reinvestment plan, or (v) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that results in all of the Company’s shareholders having the right to exchange their common stock for cash, securities or other property of a non-capital raising bona fide business transaction) in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 corporation with which it may combine or other limited purpose form)merge subsequent to the Offering, the Company shall: (A) promptly notify each Purchaser that such registration statement will give written notice of its determination be filed and that the Shares purchased pursuant to this Agreement and then held by such Purchaser (hereinafter the Investor or its nominee. Upon the written request from a majority-in-interest of the “Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to will be included in such registration statement at such Purchaser’s request; (each, a “Piggy-Back Registration”), B) cause such registration statement to cover all of such Registrable Securities issued to the extent requisite such Purchaser for which such Purchaser requests inclusion; (C) use reasonable best efforts to cause such registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable Securities that have been issued to such Purchasers to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Purchasers to promptly effect the proposed sale or other disposition, but no later than the date that, assuming compliance with all of the requirements of Rule 144 promulgated under the Securities Act, the Purchaser would be entitled to sell all the Registrable Securities pursuant to Rule 144 without limitation. If the Purchaser desires to include in such registration statement all or any part of the Registrable Securities held by him/her/it, he/she/it shall, within twenty (20) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Purchaser. If a Purchaser decides not to include all of his/her/its Registrable Securities in any registration statement thereafter filed by the prospective seller Company, such Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or sellers registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. As used in this Section 9.6, the term “Shares” refers to the purchased Shares, all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Requested Stock; providedShares in a recapitalization, furthermerger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which such Purchaser is entitled by reason of such Purchaser’s ownership of the Shares. Notwithstanding the foregoing, Purchasers holding Registrable Securities proposing to distribute their securities through a registration statement that nothing herein involves an underwritten offering shall prevent enter into an underwriting agreement in customary form with the Company fromunderwriter or underwriters selected for such underwritten offering, at any timeand satisfy such other, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same customary terms and conditions as the securities otherwise being sold through the underwritersunderwriter or underwriters may reasonably impose. In such eventAdditionally, the Requesting Holders shallCompany shall not be required to include any of a Purchaser’s Registrable Securities in such underwriting unless such Purchaser accepts the terms of the underwriting as agreed upon between the Company and its underwriter(s), if requested and then only in such quantity as the underwriter or underwriters in their sole discretion determine will not jeopardize the success of the offering by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being soldCompany. If in the good faith judgment of the managing underwriter of such public offering the inclusion of underwriters determine that less than all of the Requested Stock would reduce Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Purchasers in proportion (as nearly as practicable to) the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect owned by each such Purchaser or in such other proportions as shall mutually be agreed to Piggy-Back Registrationsby all such selling Purchasers.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2Sections 5.14 and 15.5, at any time after a Business Combinationfollowing the Closing, if whenever the Company shall determine Purchaser proposes to proceed with the actual preparation and filing of a new registration statement register any DocuNet Common Stock for its own or others' account under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (for a public offering, other than a (i) any shelf registration statement on Form X-0, X-0 or other limited purpose form)of the DocuNet Common Stock; (ii) registrations of shares to be used as consideration for acquisitions of additional businesses by the Purchaser; and (iii) registrations relating to employee benefit plans, the Company will Purchaser shall give the Seller prompt written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of the Registrable Securities, Seller given within 15 30 days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, Purchaser shall cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent DocuNet Common Stock which any the Company from, at any time, abandoning or delaying any registrationSeller requests. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shallHowever, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If Purchaser is advised in the writing in good faith judgment of the by any managing underwriter of such public an underwritten offering the inclusion of all of the Requested Stock would reduce securities being offered pursuant to any registration statement under this Section 15.1 that the number of shares to be sold by persons other than the Purchaser is greater than the number of such shares which can be offered by without adversely affecting the Company or interfere with offering, the successful marketing of the shares of stock offered by the Company, Purchaser may reduce pro rata the number of shares offered for the accounts of Requested Stock otherwise such persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of all such persons in the offering, provided that, for each such offering made by the Purchaser after the Initial Public Offering, a reduction shall be made first by reducing the number of shares to be included in sold by persons other than the underwritten public offering may be reduced pro rata (by number of shares) among Purchaser, the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by Seller, the underwriter. To Founding Companies, the extent only a portion stockholders of the Requested Stock is included in Founding Companies and other stockholders (the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities "Other Stockholders") of the Company immediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Sellers, the Founding Companies, the stockholders of the Founding Companies and the Other Stockholders, pro rata based upon the number of shares held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationspersons.

Piggyback Registration Rights. (a) Subject to the last sentence transfer restrictions set forth in Section 4.1, after the Restricted Period (or earlier if the Company agrees to waive the Restricted Period), if the Company proposes to register Common Stock for public sale, whether or not for its own account, under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it shall, at each such time, give prompt written notice (which notice shall be given not less than ten (10) Business Days prior to the filing by the Company with the SEC of any registration statement with respect thereto and shall specify the intended method or methods of disposition and the number of shares of Common Stock proposed to be registered) to the Apollo Parties and the Reverence Persons of its intention to do so and of Apollo Parties’ and Reverence Persons’ rights under this Section 4.25.1. Upon the written request of the Apollo Parties or the Reverence Persons made within five (5) Business days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by the Apollo Parties or the Reverence Persons, as applicable), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Apollo Parties and/or the Reverence Persons have so requested to be registered; provided that: (i) an Apollo Party and a Reverence Person shall have the right to withdraw its request for inclusion of any of such Registrable Securities in any registration statement pursuant to this Section 5.1(a) by giving written notice to the Company of such withdrawal, provided, that, in the case of any underwritten offering, written notice of such withdrawal must be given to the Company prior to the time at which the offering price or underwriter’s discount is determined with the managing underwriter or underwriters; (ii) if, at any time after a Business Combinationgiving written notice of its intention to register Common Stock and prior to the effective date of the registration statement filed in connection with such registration, if the Company shall determine for any reason not to proceed with the actual preparation and filing proposed registration of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities Common Stock to be sold by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form)it, the Company will may, at its election, give written notice of its such determination to the Investor or its nominee. Upon Apollo Parties and the written request from a majority-in-interest of the Registrable SecuritiesReverence Persons and, within 15 days after receipt of any such notice from the Companythereupon, the Company will, except as herein provided, cause all shall be relieved of its obligation to register any Registrable Securities in connection with such registration without prejudice to the rights of the Registrable Securities covered by Apollo Parties to request that such request registration be effected as a registration under Section 5.2(a); and (the “Requested Stock”iii) held by the Investors making subject to clause (i), if such request (the “Requesting Holders”) registration involves an underwritten offering, any Person requesting to be included in such the registration statement (eachmust, a “Piggy-Back Registration”)upon the written request of the Company, all sell its Registrable Securities to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting underwriters on the same terms and conditions as apply to the securities otherwise other Equity Securities being sold through the underwriters. In underwriters under such eventregistration, the Requesting Holders shallwith, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment case of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders a combined primary and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public secondary offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and only such differences, including any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsrepresentations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time after a Business Combination, if the Closing Date the Company shall determine to proceed with the actual preparation and filing of a new registration statement register under the Securities Act any of its Common Stock for sale to the public for cash in an underwritten offering, and the registration form to be used would permit inclusion thereto of the Shares and any shares of common stock issued or issuable directly or indirectly with respect to the Shares held by the Buyers or other holders of the Shares (a “Holder”) by way of stock dividend or stock split or in connection with the proposed offer and sale a combination of any of its securities by it or any of its security holders (other than a registration statement on Form X-0shares, X-0 recapitalization, merger, consolidation or other limited purpose formreorganization a “Piggyback Registration”), the Company will give prompt written notice of its determination to a Holder and will include in such Piggyback Registration, subject to the Investor or its nominee. Upon allocation provisions below, with respect to which the Company has received from a Holder a written request from a majority-in-interest for inclusion within within 15 Business Days after the Company’s sending of such notice (together, for purposes of this Section 8, the “Registrable Securities”); provided however, within 15 days after receipt that the Company shall not be required to effect any registration of any such notice from Registrable Securities if (i) the registration is the Company’s underwritten offering, (ii) registration is effected by the Company will, except as herein provided, cause all on behalf of a shareholder exercising registration rights that pursuant to the Registrable Securities covered by such request (terms thereof prohibit the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be shareholder’s shares from being included in such registration statement (each, a “Piggy-Back Limited Demand Registration”), all to (iii) the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be Registrable Securities was previously included in a Registration Statement, whether an underwritten offering or otherwise, (iv) the underwriting registration statement is filed or effected on Form S-4 or Form S-8, each as promulgated under the same terms and conditions as the securities otherwise being sold through the underwriters. In such event1933 Act, the Requesting Holders shallor their then equivalents, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of sharesv) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions Registrable Securities become eligible for resale by non-affiliates pursuant to Rule 144(bb) under the Securities Act or any other rule of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercisedsimilar effect, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern or (vi) the Registrable Securities or their then equivalents relate to equity securities to be issued solely in connection with respect to Piggy-Back Registrationsany acquisition of any entity or business or equity securities issuable in connection with a stock option or other employee benefit plans.

Piggyback Registration Rights. Subject (a) In the event that the Company at any time proposes or is required to register any of its Capital Stock or any other securities under the Securities Act (including pursuant to Section 5.2 hereof), whether or not for sale for its own account, in a manner that would permit registration of Registrable Securities for sale for cash to the public under the Securities Act, subject to the last sentence of this Section 4.25.3(a), it shall at each such time give prompt written notice (the “Piggyback Notice”) to each Stockholder of its intention to do so, which Piggyback Notice shall specify the number and class or classes (or type or types) of Registrable Securities to be registered. Upon the written request of any time Stockholder made within fifteen (15) business days after a Business Combinationreceipt of the Piggyback Notice by such Person (which request shall specify the number of Registrable Securities intended to be disposed of), if subject to the other provisions of this Article V, the Company shall determine to proceed effect, in connection with the actual preparation and filing registration of a new such Capital Stock or other securities, the registration statement under the Securities Act of all Registrable Securities which the Company has been so requested to register; provided, that in connection with no event shall the proposed offer and sale Company be required to register pursuant to this Section 5.3 any securities of a class or type other than the classes or types described in the Piggyback Notice. Notwithstanding anything to the contrary contained in this Section 5.3, the Company shall not be required to effect any registration of Registrable Securities under this Section 5.3 incidental to the registration of any of its securities by it on Forms S-4 or S-8 (or any similar or successor form providing for the registration of its security holders (other than a registration statement on Form X-0securities in connection with mergers, X-0 acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other limited purpose form), the Company will give written notice executive or employee benefit or compensation plans) or any other form that would not be available for registration of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationaxxxx xxx Initial Closing, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-4, X-0 S-8 or other limited purpose form), the Company will give written notice of xxxxxx xf its determination to all record holders of the Investor or its nomineeReserved Shares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities"Requesting Holders"), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Reserved Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Reserved Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 5.2 shall not apply after the earlier of (a) the date that all of the Reserved Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations1933 Act.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, (a) If at any time after a Business Combination, if the Company shall determine proposes to proceed with the actual preparation and filing of file a new registration statement Registration Statement under the Securities Act with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 5.02 hereof) on a form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the proposed offer and sale Stockholders, (iii) for an offering of any debt that is convertible into equity securities of its securities by it the Company, (iv) for a dividend reinvestment plan or any of its security holders (other than a registration statement v) on Form X-0S-4, X-0 or other limited purpose form), then the Company will shall give written notice of its determination such proposed filing to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by Stockholders as soon as practicable but not less than ten (10) days before the anticipated filing date of such request Registration Statement, which notice shall (A) describe the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) amount and type of securities to be included in such registration statement offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (eachB) offer to all of the Stockholders the opportunity to register the sale of such number of Registrable Securities as such Stockholders may request in writing within five (5) days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Stockholders within one (1) Business Day after the delivery of any such notice by the Company) (such Registration a “Piggy-Back Registration”)Piggyback Registration”); provided, all to however, that if the extent requisite to permit the sale or other disposition Company has been advised by the prospective seller or sellers managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Requested Stock; providedStockholders will have an adverse effect on the price, furthertiming or distribution of the Common Stock in the Underwritten Offering, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock then (A) if no Registrable Securities can be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If Underwritten Offering in the good faith judgment opinion of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by Underwriter(s), the Company shall not be required to offer such opportunity to the Stockholders or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to (B) if any Registrable Securities can be included in the underwritten public offering may be reduced pro rata (by number of shares) among Underwritten Offering in the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion opinion of the Requested Stock is included in managing Underwriter(s), then the underwritten public offering, those shares amount of Requested Stock which are thus excluded from Registrable Securities to be offered for the underwritten public offering and any other securities accounts of the Company held by such holders Stockholders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as determined based on the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsSection 5.03(c).

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine has registered or has determined to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of register any of its securities by it for its own account or any for the account of its other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Warrant Shares (a registration statement on Form X-0, X-0 or other limited purpose form“Piggyback Registration”), the Company will give the Buyers written notice of its determination thereof promptly (but in no event less than 15 days prior to the Investor or its nominee. Upon anticipated filing date) and shall include in such registration all Warrant Shares requested to be included therein pursuant to the written request from a majority-in-interest of one or more Buyers received within 10 days after delivery of the Registrable Securities, within 15 days after receipt Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of any such notice from the Company, and the managing underwriters advise the Company will, except as herein provided, cause all and the Buyers that in their reasonable opinion the number of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Warrant Shares proposed to be included in such registration statement (each, a “Piggy-Back Registration”), all to will jeopardize the extent requisite to permit the sale or other disposition by the prospective seller or sellers success of the Requested Stock; provided, further, that nothing herein shall prevent subject offering (including the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in partoffering price per share), the Company may require that the Requested Stock be included shall include in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Companyregistration: (i) first, the number of shares of Requested Common Stock otherwise that the Company proposes to sell; and (ii) second, the number of Warrant Shares requested to be included therein by the Buyers who have provided notice in the underwritten public offering may be reduced accordance with this Section 4(k) pro rata (by among all such holders on the basis of the number of shares) among Warrant Shares requested to be included therein by all such Buyers or as such Buyers and the Requesting Holders Company may otherwise agree. In addition, if requested in writing by the Required Warrant Holders, the Company and all other holders of the Buyers shall enter into a registration rights who have requested inclusion of their securities or excluded agreement regarding the Warrant Shares in their entirety if so required by substantially the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time form as the provisions of the registration rights agreement agreement, dated as of April 28, 2011, between the Company and HD Special-Situations II, LP. as filed as an exhibit to the registration statement relating 4.1 to the Company’s initial public offering may be exercisedForm 8-K filed with the SEC on May 4, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations2011.

Piggyback Registration Rights. Subject to The Company covenants and agrees with the last sentence Underwriter and any other Holders or subsequent Holders of this Section 4.2the Registrable Securities that if, at any time within the period commencing one year and ending five years after the Effective Date, it proposes to file a Business Combination, if the Company shall determine Registration Statement or Offering Statement with respect to proceed with the actual preparation and filing any class of a new registration statement under the Securities Act security (other than in connection with an offering to the proposed offer Company's employees) under the Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and sale the registration form or Offering Statement to be used may be used for registration of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form)the Registrable Securities, the Company will give prompt written notice (which. in the case of a Registration Statement or notification pursuant to the exercise of demand registration rights other than those provided in Section 10(a) of this Agreement, shall be within ten (10) business days after the Company's receipt of notice of such exercise, in any event, shall be at least 45 days prior to such filing) to, the Holders of Registrable Securities (regardless of whether some of the Holders shall have theretofore availed themselves of the right provided in Section 10(a) of this Agreement) at the addresses appearing on the records of the Company of its determination intention to the Investor file a Registration Statement or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Offering Statement and will offer to be included include in such registration statement or Offering Statement to the maximum extent possible, and limited, in the case of a Regulation A offering, to the amount of the available exemption, subject to sub-paragraphs (each, a “Piggy-Back Registration”i) and (ii) of this paragraph (b), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back which the Company has received written requests for inclusion therein within ten (10) days after the giving of notice by the Company. All registrations requested pursuant to this Section 10(b) are referred to herein as "Piggyback Registrations.," All Piggyback Registrations pursuant to this Section 10(b) will be made solely at the Company's expense. This paragraph is not applicable to

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine ----------------------------- propose to proceed with the actual preparation and filing register any shares of a new registration statement under the Securities Act in connection with the proposed offer and sale of Common Stock (but excluding any of its shares or securities by it being registered pursuant to Form S-8 or Form S-4 or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose formsuccessor form thereto), the Company will shall (i) give the Executive written notice, or telegraphic, telecopy or telephonic notice followed as soon as practicable by written confirmation thereof, of its determination such proposed registration at least 20 business days prior to the Investor filing of such registration statement and, (ii) upon written notice, or its nominee. Upon telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the written request from a majority-in-interest of Company by the Registrable Securities, Executive within 15 days after receipt the giving of any such written confirmation or written notice from by the Company, the Company will, except as herein provided, shall include or cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in any such registration statement all or such portion of the shares of common stock of the Company owned by Executive (eachthe "Shares") as the Executive may request; provided, a “Piggy-Back Registration”however, that the Company may at any time withdraw or cease proceeding -------- ------- with any such registration if it shall at the same time withdraw or cease proceeding with the registration of the Common Stock originally proposed to be registered; and provided further, that in connection with any registered public ---------------- offering involving an underwriting, the managing underwriter may (if in its reasonable opinion marketing factors so require) limit the number of securities (including any Shares) included in such offering (other than securities of the Company); and provided further, all that the registration rights granted in this ---------------- Section 9(a) are granted subject to the demand registration rights granted to CS First Boston Corporation pursuant to that certain Warrant Agreement dated October 2, 1996 between CS First Boston Corporation and the Company (the "Warrant Agreement") which may serve to further limit or extinguish Executive's right to include any portion of the Shares in certain registrations. In the event of any such limitation, and to the extent requisite to permit the sale or other disposition by the prospective seller or sellers provisions of the Requested Stock; providedWarrant Agreement permit, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any total number of Shares to be offered for the account of Executive in the registration pursuant to this Section 4.2 shall be underwritten reduced in whole or in part, proportion to the Company may require that the Requested Stock respective number of shares requested to be included therein by all holders of the Company's Common Stock (other than the Company) entitled to include shares of Common Stock in the underwriting on registration to the same terms and conditions as extent necessary to reduce the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment total number of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce shares proposed to be registered to the number of shares to be offered recommended by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the managing underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement register under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, X-0 or other limited purpose form(iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the Company will give right to acquire Registrable Shares, written notice of its such determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securitiesand, if within 15 thirty (30) days after receipt of any such notice from the Companynotice, such holder shall so request in writing, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) shall use its commercially reasonable efforts to be included include in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers any part of the Requested StockRegistrable Shares such holder requests to be registered therein; providedprovided that, furtherif, that nothing herein shall prevent the Company from, at in connection with any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute offering involving an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Common Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of Requested such Common Stock otherwise which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental ("piggyback") right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in the underwritten public offering such registration statement only such limited portion (which may be reduced pro rata (by number none) of shares) among the Requesting Holders and all other holders of registration rights who have Registrable Shares with respect to which such holder has requested inclusion hereunder. "Registrable Shares" means the shares of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Common Stock is included in the underwritten public offering, those Units and the shares of Requested Common Stock which are thus excluded from underlying the underwritten public offering and Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any other securities sale of the Company held by such holders shall be withheld from the market by the holders thereof for shares pursuant to (i) a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to filed under the Company’s initial public offering may be exercisedSecurities Act, or (ii) Rule 144 promulgated under the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsAct.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine Savvis proposes to proceed with the actual preparation and filing register any of a new registration statement its common stock under the Securities Act in connection with for sale to the proposed offer and sale public, whether for its own account or for the account of any of its securities by it or any of its other security holders or both (other than a registration statement on Form X-0, X-0 S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) or any other limited purpose formform not available for registering the Restricted Stock for sale to the public), the Company it will give written notice (each such notice a "Piggyback Notice") at such time to Reuters of its determination intention to the Investor or its nomineedo so. Upon Subject to paragraph (j) below, upon the written request from a majority-in-interest of the Registrable SecuritiesReuters, given within 15 30 days after receipt of any by such notice from the Company, the Company will, except as herein provided, cause all holder of the Registrable Securities covered by such Piggyback Notice, to register any of its Restricted Stock (which request (shall state the “Requested amount of Restricted Stock to be so registered and the intended method of disposition thereof), Savvis will use its reasonable best efforts to cause the Restricted Stock”) held by the Investors making such request (the “Requesting Holders”) , as to which registration shall have been so requested, to be included in such the securities to be covered by the registration statement (each, a “Piggy-Back Registration”)proposed to be filed by Savvis, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers Reuters (in accordance with its written request) of the Requested Stocksuch Restricted Stock so registered; provided, further, that nothing herein shall prevent the Company from, Savvis from abandoning or delaying such registration at any time, abandoning or delaying any registration. If In the event that any registration pursuant referred to in this Section 4.2 paragraph (d) shall be underwritten be, in whole or in part, the Company may require an underwritten public offering of common stock of Savvis, any request by Reuters pursuant to this paragraph (d) to register Restricted Stock shall specify either that the Requested (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the securities shares of Savvis common stock otherwise being sold through the underwriters. In underwriters under such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If registration or (ii) such Restricted Stock is to be sold in the good faith judgment open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwritten offering may be reduced (pro rata among all requesting stockholders based on the number of shares of common stock of Savvis so requested to be registered) if, and to the extent that the managing underwriter of such public offering the inclusion of all shall be of the Requested Stock good faith opinion that, such inclusion would reduce adversely affect the number marketing (including, without limitation, the offering price) of shares the securities to be offered sold by Savvis therein, or by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other security holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of whose benefit the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsstatements has been filed.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.27.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor Purchasers or its nomineetheir nominees. Upon the written request from a majority-in-interest of the Registrable SecuritiesPurchasers, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors Purchasers making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 7.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating Registration Statement covering the shares of Common Stock acquired by the Purchasers prior to the Company’s initial public offering IPO may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.27.2, 4.3 7.3 and 4.4 7.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to If the last sentence of this Section 4.2, Company at any time after a Business Combination, if the Company shall determine proposes to proceed with the actual preparation and filing register any issuance of a new registration statement its securities under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-8 in connection with an employee stock purchase or option plan or on Form S-4 in connection with mergers, X-0 acquisitions or other limited purpose formexchange offerings), the Company will at such time give prompt written notice to the Holders of its determination intention to the Investor or its nomineedo so. Upon the written request from of a majority-in-interest of the Registrable SecuritiesHolder, given within 15 30 days after receipt of any such notice from (which request shall state the Companyintended method of disposition of the shares to be transferred by the Holder), the Company will, except as herein provided, shall use its best efforts to cause all of the Registrable Securities covered by such request (the “Requested Stock”) shares of Stock held by the Investors making such request (the “Requesting Holders”) Holder to be included in such registration statement (each, a “Piggy-Back Registration”)registered under the Securities Act, all to the extent requisite to permit the sale or other disposition (in accordance with the intended method thereof as aforesaid) by the prospective seller or sellers Holder of the Requested Stocksuch shares; provided, furtherhowever, that nothing herein shall prevent no such request need be honored by the Company from, at any time, abandoning or delaying any registrationif all Holders making such a request hold less that 100,000 shares. If any registration The rights granted pursuant to this Section 4.2 3 shall not be effective with respect to the Holder in the case of an underwritten in whole or in part, public offering of securities of the Company may require that by the Requested Stock be included in Company unless the underwriting on Holder agrees to the same terms and conditions as the securities otherwise being sold through the underwriters. In such eventconditions, the Requesting Holders shallincluding underwriting discounts and allowances, if requested specified by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering with respect to such shares. The Company shall have the inclusion of all of the Requested Stock would right to reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise Holder to be included in a registration statement pursuant to the underwritten public exercise of the rights granted by this Section 3 if, and to the extent that, the managing underwriter of such offering may be reduced pro rata (is of the good faith opinion, supported by number of shares) among written reasons therefor that the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by such shares would materially adversely affect the underwriter. To the extent only a portion marketing of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall to be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsoffered.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.29.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor Purchasers or its nomineetheir nominees. Upon the written request from a majority-in-interest of the Registrable SecuritiesPurchasers, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors Purchasers making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 9.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares thoseshares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating Registration Statement covering the shares of Common Stock acquired by the Purchasers prior to the Company’s initial public offering IPO may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.29.2, 4.3 9.3 and 4.4 9.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2(a) If, at any time after a Business Combinationthe date hereof, if the Company shall determine proposes to proceed with the actual preparation and filing of a new registration statement register any Common Stock under the Securities Act Act, whether as a result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other securities of the Company (whether as a demand registration right or a Form S-3 registration right, but excluding in connection with the proposed offer and sale of all cases any of its securities by it registrations to be effected on Forms S-4 or any of its security holders (other than a registration statement on Form X-0, X-0 S-8 or other limited purpose formapplicable successor Forms), the Company will shall, each such time, give to the Holders holding Registrable Securities written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of the Registrable SecuritiesIf, within 15 twenty (20) days after receipt of any giving such notice from the Companynotice, the Company will, except as herein provided, cause all of the shall receive from a Holder a written request to include its Registrable Securities covered by in such request (registration, the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Company shall use commercially reasonable efforts to cause to be included in such registration statement (eachthe Registrable Securities of such selling Holder, a “Piggy-Back Registration”), all to the extent requisite requested to permit the sale or other disposition by the prospective seller or sellers of the Requested Stockbe registered; provided, furtherhowever, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant (i) such selling Holder agrees to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock sell those of its Registrable Securities to be included in such registration in the underwriting same manner and on the same terms and conditions as the securities otherwise being sold through other shares of Common Stock which the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations Company proposes to register and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If (ii) in the good faith judgment event (x) the registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising registration rights pursuant to any other agreement with the Company and (y) the proposed managing underwriter of such public offering advises the Company that in its opinion the inclusion of all of the Requested Stock would reduce such selling Holder's Registrable Securities (without any reduction in the number of shares to be offered by sold for the account of the Company or interfere with such party exercising registration rights) is likely to affect materially and adversely the successful marketing success of the offering or the price that would be received for any shares of stock offered by Common Stock offered, then the Company, the number rights of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders selling Holder shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary as provided in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 Section 5.3(b) hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at any time after a Business Combination, if If the Company shall determine proposes to proceed with the actual preparation and filing register in an underwritten offering any of a new registration statement its shares of Common Stock under the Securities Act in connection with for sale to the proposed offer and sale of any of its securities by it or any of its security holders public (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a registration statement on Form X-0, X-0 or other limited purpose formanother form not available for registering the Registrable Securities for sale to the public, or in connection with an Underwritten Demand Statement), the Company each such time it will give written notice of its determination to the Investor or its nomineeeach Holder. Upon the written request from a majority-in-interest of the Registrable Securitiesany of such Holders, given within 15 days 10 Business Days after receipt by such Person of any such notice from the Companynotice, the Company willshall, except as herein subject to the limits contained in this Section 6, use its commercially reasonable efforts to cause all Registrable Securities requested by such Holders to be registered under the Securities Act and qualified for sale under any state securities or “blue sky” law, to the extent required to permit the sale of their Registrable Securities in such underwritten public offering; provided, cause all however, that if the managing underwriter or underwriters of such offering reasonably determine in writing that the Registrable Securities covered by such request (number of securities sought to be offered should be limited due to market conditions, then the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) number of securities to be included in such registration statement (each, underwritten public offering shall be reduced to a “Piggy-Back Registration”), all to the extent requisite to permit the sale number deemed satisfactory by such managing underwriter or other disposition by the prospective seller or sellers of the Requested Stockunderwriters; provided, furtherhowever, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 securities shall be underwritten in whole or in part, the Company may require that the Requested Stock be included excluded in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In following sequence: (i) first, shares of Common Stock held by any stockholders not having rights to include such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If shares in the good faith judgment of the managing underwriter of such underwritten public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the offering; (ii) second, shares of stock offered Common Stock held by the Companystockholders having contractual, the number of incidental “piggy back” rights to include such shares of Requested Stock otherwise to be included in the underwritten public offering may other than Registrable Securities and Prior Registrable Securities; (iii) third, Registrable Securities and Prior Registrable Securities; and (iv) fourth, shares of Common Stock sought to be reduced registered by the Company for its own account. If there is a reduction of some but not all of the number of shares pursuant to clauses (i) through (iv), such reduction shall be made on a pro rata basis (by based upon the aggregate number of shares) among securities held by the Requesting holders in the applicable category and subject to the priorities set forth in the preceding sentence). Additionally, the Company shall not be required to register any Registrable Securities pursuant to this Section 6 unless the Holders of such Registrable Securities accept the terms of the underwriting agreed upon between the Company and all the underwriters selected by the Company (or by other holders of registration rights who have requested inclusion of persons entitled to select the underwriters). All Holders proposing to distribute their securities or excluded in their entirety if so required by through such underwriting shall (together with the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering Company and any other stockholders proposing to distribute their securities of through such underwriting) enter into an underwriting agreement in customary form with the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsunderwriters.

Piggyback Registration Rights. Subject The Company shall have no obligation to register or attempt to register under the last sentence Securities Act or any state securities law either (i) this Warrant for future Transfer by the holder hereof, or (ii) all or any of the Warrant Shares, either before or after the exercise of this Section 4.2Warrant by the holder. However, at any time after a Business Combination, if in the event the Company shall determine chooses for any reason to proceed with the actual preparation and filing of file a new registration statement under the Securities Act on Form S-1, X-0, xx S-3 involving the sale of the Company's securities to the public (other than in connection with an exchange offer with the proposed offer and sale securities holders of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose formanother entity), the Company will give written notice shall notify the holder hereof of such proposed filing at least fifteen (15) days in advance thereof, and the holder hereof shall have the right to cause the Company to include, at the Company's expense (provided that all selling expenses relating to such shares shall be the holder's responsibility) any Warrant Shares in such registration statement, either for sale to the holder upon exercise hereof or for sale by the holder if the holder has theretofore exercised this Warrant and obtained restricted stock. If the Company does not receive, within seven days of the date of its determination notice to the Investor or its nominee. Upon the written request from holder, a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, holder stating that the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) holder wishes to be included include Warrant Shares in such registration statement (eachstatement, a “Piggy-Back Registration”), all then the holder shall be deemed to have declined to exercise the extent requisite to permit piggyback registration rights herein granted. This right shall exist from the sale or other disposition by date of this Warrant until the prospective seller or sellers later of the Requested Stock; provided, further, that nothing herein shall prevent expiration of this Warrant as set forth above or two years after the Company from, at date of any time, abandoning or delaying any registration. If any exercise of this Warrant in the absence of registration pursuant to of the Warrant Shares under the Securities Act as contemplated in paragraph (b) of this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations4.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationthe Initial Closing, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-4, X-0 S-8 or other limited purpose form), the Company will give written notice of xxxxxx xf its determination to all record holders of the Investor or its nomineeReserved Shares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities"Requesting Holders"), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Reserved Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Reserved Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 5.2 shall not apply after the earlier of (a) the date that all of the Reserved Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations1933 Act.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement register under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, X-0 or other limited purpose form(iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the Company will give right to acquire Registrable Shares, written notice of its such determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securitiesand, if within 15 thirty (30) days after receipt of any such notice from the Companynotice, such holder shall so request in writing, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) shall use its commercially reasonable efforts to be included include in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers any part of the Requested StockRegistrable Shares such holder requests to be registered therein; providedprovided that, furtherif, that nothing herein shall prevent the Company from, at in connection with any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute offering involving an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Common Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of Requested such Common Stock otherwise which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental ("piggyback") right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in the underwritten public offering such registration statement only such limited portion (which may be reduced pro rata (by number none) of shares) among the Requesting Holders and all other holders of registration rights who have Registrable Shares with respect to which such holder has requested inclusion hereunder. "Registrable Shares" means the shares of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Common Stock is included in the underwritten public offeringShares; provided, those however, that shares of Requested Common Stock which are thus excluded from the underwritten public offering and shall cease to be Registrable Shares upon any other securities sale of the Company held by such holders shall be withheld from the market by the holders thereof for shares pursuant to (i) a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to filed under the Company’s initial public offering may be exercisedSecurities Act, or (ii) Rule 144 promulgated under the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsAct.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at any Each time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 S-8 or other limited purpose a successor form), the Company will give written notice of its determination to the Investor or its nomineeHolders. Upon the written request from a majority-in-interest of the Registrable Securities, any Holder given within 15 thirty (30) days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered owned by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Holder and with respect to which Holder has requested registration to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers such Holder of the Requested StockRegistrable Securities to be so registered; provided, furtherhowever, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registrationsuch registration initiated by it. If any such registration pursuant pertains to this Section 4.2 shall be an underwritten offering in whole or in part, the Company may require that the Requested Stock shares requested for inclusion by any Holder pursuant to this section be included in the underwriting underwritten offering on the same terms and conditions as the securities otherwise being sold through the underwriters. In such eventthe event that if, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering underwritten offering, as evidenced in writing delivered to the Company, the inclusion of all of the Requested Stock shares originally covered by a request for registration made by a Holder would reduce the number amount of shares securities to be offered by the Company or interfere with the successful marketing of the shares of stock securities to be offered by the Company, the number of shares of Requested Stock stock owned by such Holder and otherwise to be included in the underwritten public offering may be reduced reduced; provided, however, that any such required reduction shall be pro rata among all persons (by number of sharesother than the Company) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded are participating in their entirety if so required by the underwritersuch underwritten offering. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those Those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof such Holder for a period, not to exceed 90 180 days, which that the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to (i) If the last sentence of this Section 4.2, Buyer shall at any time after a Business Combination, if the Company shall or times determine to proceed with the actual preparation and filing of a new registration statement register under the Securities 1933 Act in connection with any shares of the proposed offer and sale of any of its securities by it or any of its security holders Buyer's Common Stock (other than a registration of Common Stock under stock option plans, stock ownership plans, or other employee benefit plans of the Buyer or its subsidiaries) pursuant to an offering whereby the Buyer will receive cash for the sale of such Common Stock, it will notify each Seller in each case of such determination at least thirty (30) days prior to filing the registration statement on Form X-0and, X-0 or other limited purpose form), upon the Company will give written notice receipt of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest by such Sellers representing at least forty percent (40%) of the Registrable Securities, Shares given within 15 fifteen (15) days after receipt of any such notice from the Companynotification, the Company willBuyer will use its best efforts to cause any of the Shares, except as herein specified in such request, to be registered under the 1933 Act pursuant to such registration statement, to the extent and under the condition that such registration is permissible under the 1933 Act and the rules and regulations thereunder, provided, cause all however, that if the managing underwriter selected by the Buyer advises it in writing that, in such underwriter's opinion, the inclusion of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Shares requested to be included in such registration statement would materially adversely affect the distribution of all such common stock, then the Sellers shall not be permitted to register their Shares as specified in such request (eachprovided, that if other shareholders of the Buyer with similar demand or piggyback registration rights have also made a “Piggy-Back Registration”request to have their shares registered, such other sellers shall have the shares submitted for registration similarly reduced, on a pro rata basis), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, but if such advice is not given at any timetime thereafter, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, both the Company Buyer and the Sellers may require that the Requested sell Buyer's Common Stock be included in the underwriting on the same terms and conditions as the securities otherwise proposed distribution, with each party being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and entitled to sell a lock-up on Registrable Securities not being sold. If in the good faith judgment proportion of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered sold by the Company or interfere with Sellers and the successful marketing of Buyer in its proposed distribution corresponding to the shares of stock offered by the Company, ratio that the number of shares of Requested Stock otherwise proposed to be included in sold by such party bears to the underwritten public offering may be reduced pro rata (by aggregate number of shares) among shares proposed to be sold by Sellers and the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsBuyer.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at any time after a Business Combination, if If the Company shall determine proposes to proceed with the actual preparation and filing register any of a new registration statement its equity securities under the Securities Act for sale to the public, (other than (i) in connection with the proposed offer and sale a registration of any employee benefit, retirement or similar plan, (ii) with respect to a transaction pursuant to Rule 145 under the Securities Act, or (iii) in connection with an exchange offer), whether or not for sale for its own account, each such time it will give written notice to all Holders of its securities intention to do so no less than 30 days prior to the anticipated filing date. Upon the written request received by it or the Company from any Holder no later than the 15th day after receipt by such Holder of its security holders the notice sent by the Company (other than a registration statement on Form X-0, X-0 or other limited purpose formwhich request shall state the intended method of disposition thereof), the Company will give written notice of its determination use best efforts to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) as to which registration shall have been so requested to be included in the securities to be covered by such registration statement (each, a “Piggy-Back Registration”)Registration Statement, all to the extent requisite required to permit the sale or other disposition by the prospective seller or sellers each Holder (in accordance with its written request) (each, a “Participating Holder”) of the Requested Stocksuch Registrable Securities so registered; provided, furtherhowever, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that at any time prior to the Requested Stock effectiveness of any such Registration Statement, in its sole discretion and upon written notice to the Participating Holders, abandon any proposed offering by the Company in which any Holder had requested to participate. The number of Registrable Securities to be included in such a registration may be reduced or eliminated if and to the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such eventextent, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment case of an underwritten offering, the managing underwriter (which shall be an underwriter reasonably acceptable to the Participating Holders in the case of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by any underwritten offering) shall advise the Company or interfere with that such inclusion would materially jeopardize the successful marketing of the shares of stock offered by securities (including the CompanyRegistrable Securities) proposed to be sold therein; provided, the however, that such number of shares of Requested Stock otherwise to Registrable Securities shall not be reduced if any securities included in such registration are included other than for the account of the Company unless the shares included in the underwritten public offering may be Registration for the account of such Persons are also reduced on a pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsbasis.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, (a) If Beta at any time after a Business Combination, if the Company shall determine proposes to proceed with the actual preparation and filing --------- ------------ ------- register any shares of a new registration statement its common stock under the Securities Act in connection with of 1933, as amended (the proposed offer and sale "Securities Act") on a form which permits inclusion of any the shares of its securities by it or common stock issued pursuant to this Agreement and any shares of its security holders common stock issued upon an exercise of the Warrants (other than a registration statement on Form X-0collectively, X-0 or other limited purpose formthe "Shares"), the Company will it shall each such time give written notice to Seller of its determination intention to the Investor or its nomineedo so. Upon the written request from a majority-in-interest (stating the intended method of the Registrable Securities, disposition of such Shares) of Seller given within 15 30 days after receipt of any such notice from notice, Beta shall, unless registration for immediate public sale of all of such requested Shares is determined by opinion of counsel satisfactory to such holder or holders not to be required, or unless the Companyunderwriter of such offering advises Beta that the inclusion of such Shares will adversely affect the market for the securities being registered by Beta (in which latter event Beta's obligation hereunder shall be limited to such number of Shares as the underwriter reasonably believes compatible with the success of such offering), the Company will, except as herein provided, use its best efforts to cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Shares which Seller shall have requested be registered to be included in such registration statement (each, a “Piggy-Back Registration”)registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by Seller of such Shares so registered in the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registrationmanner intended by such holder as set forth in such request. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so whenever Beta is required by the underwriter. To the extent only a portion provisions of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not this Section 10 to exceed 90 days, which the managing underwriter reasonably determines is necessary in order use its best efforts to effect the underwritten public offering. At such time as registration under the provisions Securities Act of any of the registration rights agreement filed Shares issued upon an exercise of the Warrants, Beta shall, as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.expeditiously as possible:

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationthe date hereof, if the Company shall determine to proceed with the actual preparation and filing of determines that it will file a new registration statement under the Securities Act in connection with of 1933, as amended (the proposed offer and sale of any of its securities by it or any of its security holders "1933 Act") (other than a registration statement on a Form X-0S-4 or S-8 or filed in connection with an exchange offer, X-0 an offering of securities solely to the Company's existing stockholders or other limited purpose forma rights offering by the Company) on any form that would also permit the registration of the Shares acquired pursuant to the exercise of the Option, to the extent certificates are delivered therefor pursuant to Section 5(b) hereof, which the number of such shares shall be measured as of the date such registration statement is initially filed with the Securities and Exchange Commission (the "Registrable Stock"), and such filing is to be on the Company's behalf and/or on behalf of selling holders of its securities for the general registration of its Class A Common Stock to be sold for cash, at such time the Company will within thirty (30) days of such determination give the Participant written notice of its such determination setting forth the date on which the Company proposes to file such registration statement, which date will be no earlier than thirty (30) days from the Investor or its nomineedate of such notice, and advising the Participant of his right to have Registrable Stock included in such registration. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 Participant received by the Company no later than fifteen (15) days after receipt the date of any such notice from the Company's notice, the Company will, except as herein provided, will use its best efforts to cause to be registered under the 1933 Act all of the Registrable Securities covered by Stock that the Participant has so requested to be registered. If, in the opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the opinion of the Company), the total amount of such request securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities that can be marketed (i) at a price reasonably related to the “Requested Stock”then current market value of such securities, or (ii) held by without otherwise materially and adversely affecting the Investors making such request (entire offering, then the “Requesting Holders”) to Registrable Stock shall not be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Series B Preferred Stockholders of the Company may require that restrict the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment registration of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of common shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such other holders shall be withheld from of common shares of the market by Company, then, in that event, they may also so restrict to the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of same extent the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions hereunder of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsOptionee.

Piggyback Registration Rights. Subject to During the last sentence of this Section 4.2, at any time after a Business CombinationRegistration Rights Period, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to all record holders of the Investor or its nomineeSecurities. Upon the written request from a majority-in-interest of the Registrable Securitiesany Requesting Holders, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Reserved Shares to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested StockReserved Shares to be so registered; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock Reserved Shares requested for inclusion pursuant to this Section 4.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Reserved Shares originally covered by a request for registration (the "Requested Stock Stock") would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of thereof requesting such registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 4.2 shall not apply to Reserved Shares that at such time as are eligible for immediate resale pursuant to Rule 144(k) under the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsAct.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationxxxxx xxe Initial Closing, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-4, X-0 S-8 or other limited purpose form), the Company will give written notice of xxxxxx xf its determination to all record holders of the Investor or its nomineeReserved Shares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities"Requesting Holders"), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Reserved Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Reserved Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 5.2 shall not apply after the earlier of (a) the date that all of the Reserved Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations1933 Act.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.25.14 and 16.5, at any time after a Business Combinationfollowing the Closing, if whenever the Company shall determine Purchaser proposes to proceed with the actual preparation and filing of a new registration statement register any DocuNet Common Stock for its own or others' account under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (for a public offering, other than a (i) any shelf registration statement on Form X-0, X-0 or other limited purpose form)of the DocuNet Common Stock; (ii) registrations of shares to be used solely as consideration for acquisitions of additional businesses by the Purchaser and (iii) registrations relating to employee benefit plans, the Company will Purchaser shall give the Seller prompt written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of the Registrable Securities, Seller given within 15 30 days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, Purchaser shall cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at DocuNet Common Stock which any time, abandoning or delaying any registrationsuch Seller requests. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shallHowever, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If Purchaser is advised in the writing in good faith judgment of the by any managing underwriter of such public an underwritten offering the inclusion of all of the Requested Stock would reduce securities being offered pursuant to any registration statement under this Section 16.1 that the number of shares to be sold by persons other than the Purchaser is greater than the number of such shares which can be offered by without adversely affecting the Company or interfere with offering, the successful marketing of the shares of stock offered by the Company, Purchaser may reduce pro rata the number of shares offered for the accounts of Requested Stock otherwise such persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of all such persons in the offering, provided that, for each such offering made by the Purchaser after the Initial Public Offering, a reduction shall be made first by reducing the number of shares to be included in sold by persons other than the underwritten public offering may be reduced pro rata (by number of shares) among Purchaser, the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by Seller, the underwriter. To Founding Companies, the extent only a portion stockholders of the Requested Stock is included in Founding Companies and other stockholders (the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities "Other Stockholders") of the Company immediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Sellers, the Founding Companies, the stockholders of the Founding Companies and the Other Stockholders, pro rata based upon the number of shares held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationspersons.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combinationor from time to time prior to ____________, if the Company 1998 Champion shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of register any of its securities by it securities, either for its own account or any the account of its a security holders (holder or holders, other than (i) a registration statement on Form X-0relating solely to employee benefit plans, X-0 or (ii) a registration relating to a transaction of the type described in Securities and Exchange Commission Rule 145, Champion will: (i) promptly give to each holder of Champion Common Stock issued in exchange for Company Stock (hereinafter referred to in this Section 2.4(b)) as "Holder") written notice thereof; and (ii) include in such registration (and any related qualification under blue sky laws or other limited purpose formcompliance), and in any underwriting involved therein, such of the Company will give written notice of its determination to Champion Common Stock issued in the Investor or its nominee. Upon the Merger as specified in a written request from a majority-in-interest of the Registrable Securitiesor requests, made within 15 twenty (20) days after receipt of any such written notice from Champion, by any Holder. If the Companyregistration of which Champion gives notice is for a registered public offering involving an underwriting, Champion shall so advise the Company will, except Holders as herein provided, cause all a part of the Registrable Securities covered by written notice given pursuant to this Section 2.4(b). In such request (event the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) right of any Holder to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten conditioned upon such Holder's participation in whole or in part, such underwriting and the Company may require that the Requested inclusion of his Champion Common Stock be included in the underwriting on to the same terms extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with Champion and conditions as the other holders distributing their securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute underwriting) enter into an underwriting agreement containing in customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of form with the managing underwriter of selected for such public offering the inclusion of underwriting by Champion. Champion shall so advise all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, Holders and other holders distributing their securities through such underwriting and the number of shares of Requested Champion Common Stock otherwise to that may be included in the underwritten public offering may registration and underwriting shall be reduced pro rata (by number of shares) allocated among the Requesting all Holders and all such other holders in proportion, as nearly as practicable, to the respective amounts of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Champion Common Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such Holders and such other holders at the time of filing the registration statement. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to Champion and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withheld withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions effective date of the registration rights agreement filed as an exhibit to the registration statement relating to thereto, or such other shorter period of time as the Company’s initial public offering underwriters may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsrequire.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at any time after a Business Combination, if If the Company shall determine to proceed with the actual preparation and filing of proposes to: (i) file a new registration statement under the Securities Act in connection with Act, covering securities of the proposed offer and sale Company, whether for the Company’s own account or for the account of any of its securities by it or any of its selling security holders (holders, other than registration statement relating to an acquisition or merger or a registration statement on Form X-0S-8 or subsequent similar form; or (ii) qualify a prospectus, X-0 statement of material facts or similar public offering document pursuant to the securities legislation of one or more provinces of Canada or in any other jurisdiction; it shall (i) advise the Holders by written notice at least sixty (60) days prior to the filing of such registration statement or prospectus, statement of material facts or other limited purpose formpublic offering document (the “Public Offering Document”), which notice shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the securities laws; and (ii) will give written notice of its determination to upon the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from Holder include in any Public Offering Document and in any underwriting involved therewith such information as may be required to permit a public offering of the Companyshares of Common Stock received by the Holder on the exercise of this Warrant. The Company is not required to include such shares in a Public Offering Document relating to an offering of securities if the managing underwriter has advised the Company that the inclusion of such Warrant Interest will have an adverse effect upon the offering (in which case, the Company will, except as herein provided, cause all amount of securities to be offered for the Registrable Securities covered by such request accounts of Holders will be reduced (or eliminated) to the “Requested Stock”) held by extent necessary to reduce the Investors making such request (the “Requesting Holders”) total amount of securities to be included in such registration statement (each, a “Piggy-Back Registration”), all offering to the extent requisite to permit amount recommended by such managing underwriter). In so excluding the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in partshares, the Company may require that not treat the Requested Stock be included in Holders less favourably than others having piggyback registration rights. The Company shall keep such Public Offering Document effective for a period of nine months from the underwriting on effective date of such Public Offering Document or until such earlier date the same terms and conditions as distribution of the securities otherwise being sold through the underwritersregistered shares has been completed. In connection with such eventregistration, the Requesting Holders shall, if will execute and deliver such customary underwriting documents and provide such information as are requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering as a condition to the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsPublic Offering Document.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time following one year after a Business Combination----------------------------- the Closing Date, if the Company shall determine whenever HDS proposes to proceed with the actual preparation and filing of a new registration statement register any HDS Stock for its own or others' account under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (for a public offering, other than a registration statement on Form X-0(i) registrations of shares to be used as consideration for acquisitions of additional businesses by HDS and (ii) registrations relating to employee benefit plans, X-0 or other limited purpose form), HDS shall give each of the Company will give STOCKHOLDERS prompt written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of any of the Registrable Securities, STOCKHOLDERS given within 15 thirty (30) days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, HDS shall cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all of the HDS Stock issued pursuant to this Agreement which any such STOCKHOLDER requests; provided that HDS shall have the -------- ---- right to reduce the number of shares included in such registration to the extent requisite that inclusion of such shares could, in the opinion of tax counsel to permit HDS or its independent auditors, jeopardize the sale or other disposition status of the transactions contemplated hereby and by the prospective seller or sellers Registration Statement as a reorganization described in Section 368(a)(1)(A) of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwritersCode. In such event, the Requesting Holders shalladdition, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If HDS is advised in the writing in good faith judgment of the by any managing underwriter of such public an underwritten offering the inclusion of all of the Requested Stock would reduce securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than HDS is greater than the number of such shares which can be offered without adversely affecting the offering, HDS may reduce the number of shares offered for the accounts of such persons to a number deemed satisfactory by such managing underwriter; provided that such reduction shall be -------- ---- made first by reducing the number of shares to be sold by persons other than HDS, the stockholders named on Annex III hereto, the stockholders of the Founding Companies (the "Founding Stockholders"), and any person or persons who have required such registration pursuant to "demand" registration rights granted by HDS; thereafter, if a further reduction is required, it shall be made first by reducing the number of shares to be sold by the Company or interfere stockholders named on Annex III hereto and the Founding Stockholders, with such further reduction being made so that to the successful marketing extent any shares can be sold by stockholders named in Annex III hereto and the Founding Stockholders, each such stockholder will be permitted to sell a number of the shares of stock offered by the Company, proportionate to the number of shares of Requested HDS Stock otherwise owned by such stockholder immediately after the Closing, provided that if any stockholder does not wish to sell all shares such stockholder is permitted to sell, the opportunity to sell additional shares shall be included reallocated in the underwritten public offering may same manner to those stockholders named in Annex III hereto and the Founding Stockholders who wish to sell more shares until no more shares can be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held sold by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsstockholders.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationtime, if the Company MSGI shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-4, X-0 S-8 or other limited purpose formpurpoxx xxxx), the Company MSGI will give written notice of its determination to the Investor or its nomineeFounding Members. Upon the written request from a majority-in-interest of any Founding Member (the Registrable Securities"Requesting Member"), within 15 20 days after receipt of any such notice from the CompanyMSGI, the Company MSGI will, except as herein provided, cause all of the Registrable Securities Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Members to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company MSGI from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 1.2 shall be underwritten in whole or in part, the Company MSGI may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders Member shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities the Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company MSGI or interfere with the successful marketing of the shares of stock offered by the CompanyMSGI, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders Members and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company MSGI held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of MSGI under this Section 1.2 shall not apply after the earlier of (a) the date that all of the Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Shares are eligible for immediate resale pursuant to Rule 144(k) under the 1933 Act. Any and all fees and expenses payable in connection with all such registration rights shall be borne by MSGI whether or not pursuant to an underwritten public offering and whether or not a registration statement is filed or becomes effective or whether or not any Shares are sold pursuant to any registration statement. The Requesting Members shall cooperate with MSGI in providing the information necessary to effect the registration rights agreement filed as an exhibit of their Shares, including completion of customary questionnaires. Failure to do so may result in exclusion of such Requesting Members' Shares from the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsstatement.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine proposes to proceed with register any of its Common Stock or any other equity securities (or other securities convertible into equity securities) of the actual preparation and filing of a new registration statement Company under the Securities Act in connection with for sale to the proposed offer and sale public, whether for its own account or for the account of any of its securities by it or any of its other security holders or both (other than a registration statement on Form X-0S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) or any other form not available for registering the Registrable Stock for sale to the public), X-0 or other limited purpose formit will give written notice (each such notice a "Piggyback Notice") at such time to each Investor of its intention to do so. Upon the written request of any Investor, given within 30 days after receipt by such Investor of the Piggyback Notice, to register any of its Registrable Stock (which request shall state the amount and kind of Registrable Stock to be so registered and the intended method of disposition thereof), the Company will give written notice of use its determination reasonable best efforts to the Investor or its nominee. Upon the written request from a majority-in-interest of cause the Registrable SecuritiesStock, within 15 days after receipt of any such notice from the Companyas to which registration shall have been so requested, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such the securities to be covered by the registration statement (each, a “Piggy-Back Registration”)proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the prospective seller or sellers such Investor (in accordance with its written request) of the Requested Stocksuch Registrable Stock so registered; provided, further, that nothing herein shall prevent the Company from, from abandoning or delaying such registration at any time, abandoning or delaying any registration. If In the event that any registration pursuant referred to in this Section 4.2 2(d) shall be underwritten be, in whole or in part, the Company may require that the Requested an underwritten public offering, such Registrable Stock shall be included in the underwriting on the same terms and 5 conditions as the securities shares otherwise being sold through underwriters under such registration. The number of shares of Registrable Stock to be included in such an underwritten offering may be reduced (pro rata among the underwriters. In such eventrequesting Investors based upon the number of shares of Registrable Stock so requested to be registered), but only after any amounts requested to be included by security holders other than the Requesting Holders shall, Company have been reduced to zero and if requested by and to the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of extent that the managing underwriter of such public offering the inclusion of all shall be of the Requested Stock good faith opinion that such inclusion would reduce adversely affect the number marketing (including, without limitation, the offering price) of shares the securities to be offered sold by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public such offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to (a) From and after the last sentence of this Section 4.2Exercise Date, at any and until such time after a Business Combinationas the Registrable Securities are freely salable (without restriction) under Rule 144 promulgated under the Act, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-4, X-0 or xx other limited purpose form), the Company will give written notice of its determination to all record holders of the Investor or its nomineeRegistrable Securities. Upon the written request from a majority-in-interest of the Registrable SecuritiesRequesting Holders, (as defined in Section 10.1) within 15 twenty (20) days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the such Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested StockRegistrable Securities to be so registered; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 10.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock Registrable Securities requested for inclusion pursuant to this Section 10.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by event that the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not requested for inclusion pursuant to this Section 10.2 together with any other shares which have similar piggyback registration rights (such shares and the Registrable Securities being sold. If collectively referred to as the "Requested Stock") would, in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would offering, reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of thereof requesting such registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 180 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as A registration statement covering those shares of Requested Stock excluded from the provisions underwritten offering will be filed within 180 days of the registration rights agreement filed as an exhibit to consummation of the registration statement relating to the Company’s initial underwritten public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsoffering.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time after a Business Combinationbefore December 31, if 2008, the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the a proposed offer and sale of any of its equity securities by it or any of its security holders (other than a registration statement on Form X-0S 4, X-0 S 8 or other limited purpose form), the Company will give written notice of its determination to all record holders of the Investor or its nomineeCommon Stock sold in the Offering. Upon the written request from a majority-in-interest of any holder of the Registrable SecuritiesShares or a transferee of such holder (the “Holder” or, collectively, the “Holders”), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, will cause all of the Registrable Securities covered by such Shares with respect to which a request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) for inclusion has been received to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite required to permit the sale or other disposition by the prospective seller or sellers of the Requested StockShares to be so registered; provided, furtherhowever, that the Company’s obligations under this Section 3.1 are subject to the contractual rights of any other security holder whose agreement with the Company prior to the date hereof might limit such inclusion; and, provided further that nothing herein shall prevent the Company from, from abandoning or delaying any registration at any time, abandoning or delaying reducing the number of Shares to be included in such registration statement (on a pro rata basis) if the Company, in its sole discretion, determines that such reduction is advisable due to the provisions of Rule 415 under the Act or for any registrationother purpose. If any registration pursuant to this Section 4.2 3.1 shall be underwritten in whole or in part, the Company may require that the Requested Stock Shares requested for inclusion pursuant to this Section 3.1 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders requesting inclusion in the registration statement shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Shares originally covered by a request for registration (the “Requested Stock Stock”) would reduce the number of shares to which could be offered sold by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of thereof requesting such registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 3.1 shall not apply to Shares that at such time as are eligible for immediate resale pursuant to Rule 144(k) under the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsAct.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2Sections 5.14 and 15.5, at any time after a Business Combinationfollowing the Closing, if whenever the Company shall determine Purchaser proposes to proceed with the actual preparation and filing of a new registration statement register any DocuNet Common Stock for its own or others' account under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (for a public offering, other than a (i) any shelf registration statement on Form X-0, X-0 or other limited purpose form)of DocuNet Common Stock; (ii) registrations of shares to be used solely as consideration for acquisitions of additional businesses by the Purchaser; and (iii) registrations relating to employee benefit plans, the Company will Purchaser shall give each of the Sellers prompt written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of any of the Registrable Securities, Sellers given within 15 30 days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, Purchaser shall cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at DocuNet Common Stock which any time, abandoning or delaying any registrationsuch Seller requests. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shallHowever, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If Purchaser is advised in the writing in good faith judgment of the by any managing underwriter of such public an underwritten offering the inclusion of all of the Requested Stock would reduce securities being offered pursuant to any registration statement under this Section 15.1 that the number of shares to be sold by persons other than the Purchaser is greater than the number of such shares which can be offered by without adversely affecting the Company or interfere with offering, the successful marketing of the shares of stock offered by the Company, Purchaser may reduce pro rata the number of shares offered for the accounts of Requested Stock otherwise such persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of all such persons in the offering, provided that, for each such offering made by the Purchaser after the Initial Public Offering, a reduction shall be made first by reducing the number of shares to be included in sold by persons other than the underwritten public offering may be reduced pro rata (by number of shares) among Purchaser, the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by Sellers, the underwriter. To Founding Companies, the extent only a portion stockholders of the Requested Stock is included in Founding Companies and other stockholders (the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities "Other Stockholders") of the Company immediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Sellers, the Founding Companies, the stockholders of the Founding Companies and the Other Stockholders, pro rata based upon the number of shares held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationspersons.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If Issuer at any time after a Business Combination, if the Company shall determine exercise of the Option proposes to proceed with the actual preparation and filing register any shares of a new registration statement Issuer Common Stock under the Securities Act in connection with the proposed offer and sale an underwritten public offering of any of its securities by it or any of its security holders (other than a registration statement on Form X-0such Issuer Common Stock, X-0 or other limited purpose form), the Company Issuer will promptly give written notice to the Selling Stockholders of its determination intention to the Investor or its nominee. Upon do so and, upon the written request from a majority-in-interest of the Registrable Securities, any Selling Stockholder given within 15 30 days after receipt of any such notice from (which request shall specify the Company, the Company will, except as herein provided, cause all number of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) shares of Issuer Common Stock intended to be included in such registration statement (each, a “Piggy-Back Registration”underwritten public offering by the Selling Stockholder), Issuer will cause all such shares for which a Selling Stockholder requests participation in such registration, to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stockbe so registered and included in such underwritten public offering; provided, furtherhowever, that nothing herein Issuer may elect to not cause such shares to be so registered (1) if in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall prevent register as many shares as possible without materially interfering with the Company frommarketing of the offering), at or (2) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any time, abandoning or delaying any registrationsuccessor Form. If any some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 4.2 11(b) shall be underwritten in whole or in partexcluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Company may require that the Requested Stock be included Selling Stockholders desiring to register their shares pro rata in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce proportion that the number of shares requested to be offered registered by each such Selling Stockholder bears to the Company or interfere with the successful marketing of the shares of stock offered by the Company, the total number of shares of Requested Stock otherwise requested to be included in the underwritten public offering may be reduced pro rata (registered by number of shares) among the Requesting Holders and all other holders of registration rights who such Selling Stockholders then desiring to have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Issuer Common Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof registered for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationssale.

Piggyback Registration Rights. (a) Subject to the last sentence paragraph (d) of this Section 4.2Section, at any each time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the Act, to register a proposed offer and sale of any for money of its securities by it or any of its security holders common stock (other than a registration statement on Form X-0, X-0 or any successor forms or other limited purpose forminappropriate forms), the Company will give written notice of its determination to the Investor or its nomineeHolder. Upon the written request from a majority-in-interest of the Registrable Securities, Holder given within 15 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Warrant Shares with respect to which Holder has requested registration to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers Holder of the Requested Stockshares to be so registered; provided, furtherhowever, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registrationsuch registration initiated by it. If any such registration pursuant pertains to this Section 4.2 shall be an underwritten offering in whole or in part, the Company may require that the Requested Stock shares requested for inclusion by Holder pursuant to this section be included in the underwriting underwritten offering on the same terms and conditions as the securities otherwise being sold through the underwriters. In such eventIf, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering underwritten offering, the inclusion of all of the Requested Stock Warrant Shares originally covered by a request for registration made by Holder would reduce the number amount of shares securities to be offered by the Company or interfere with the successful marketing of the shares of stock securities to be offered by the Company, the number of shares of Requested Stock Warrant Shares owned by or issuable to Holder and otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriterreduced. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock Any Warrant Shares which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof Holder for a period, not to exceed 90 180 days, which that the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2(a) If, at any time after a Business Combinationthe Registration Withdrawal Date, if the Company shall determine proposes to proceed with the actual preparation and filing of a new registration statement register any Common Stock under the Securities Act Act, whether as a result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other securities of the Company (whether as a demand registration right or a Form S-3 registration right, but excluding in connection with the proposed offer and sale of all cases any of its securities by it registrations to be effected on Forms S-4 or any of its security holders (other than a registration statement on Form X-0, X-0 S-8 or other limited purpose formapplicable successor Forms), the Company will shall, each such time, give to the Holders holding Registrable Securities written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of the Registrable SecuritiesIf, within 15 twenty (20) days after receipt of any giving such notice from the Companynotice, the Company will, except as herein provided, cause all of the shall receive from a Holder a written request to include its Registrable Securities covered by in such request (registration, the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Company shall use commercially reasonable efforts to cause to be included in such registration statement (eachthe Registrable Securities of such selling Holder, a “Piggy-Back Registration”), all to the extent requisite requested to permit the sale or other disposition by the prospective seller or sellers of the Requested Stockbe registered; provided, furtherhowever, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant (i) such selling Holder agrees to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock sell those of its Registrable Securities to be included in such registration in the underwriting same manner and on the same terms and conditions as the securities otherwise being sold through other shares of Common Stock which the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations Company proposes to register and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If (ii) in the good faith judgment event (x) the registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising registration rights pursuant to any other agreement with the Company and (y) the proposed managing underwriter of such public offering advises the Company that in its opinion the inclusion of all of the Requested Stock would reduce such selling Holder’s Registrable Securities (without any reduction in the number of shares to be offered by sold for the account of the Company or interfere with such party exercising registration rights) is likely to affect materially and adversely the successful marketing success of the offering or the price that would be received for any shares of stock offered by Common Stock offered, then the Company, the number rights of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders selling Holder shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary as provided in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 Section 5.3(b) hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine Savvis proposes to proceed with the actual preparation and filing register any of a new registration statement its common stock under the Securities Act in connection with for sale to the proposed offer and sale public, whether for its own account or for the account of any of its securities by it or any of its other security holders or both (other than a registration statement on Form X-0, X-0 S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) or any other limited purpose formform not available for registering the Restricted Stock for sale to the public), the Company it will give written notice (each such notice a "Piggyback Notice") at such time to each Investor of its determination intention to the Investor or its nomineedo so. Upon Subject to paragraph (j) below, upon the written request from a majority-in-interest of the Registrable Securitiesany Investor, given within 15 30 days after receipt of any by such notice from the Company, the Company will, except as herein provided, cause all holder of the Registrable Securities covered by such Piggyback Notice, to register any of its Restricted Stock (which request (shall state the “Requested amount of Restricted Stock to be so registered and the intended method of disposition thereof), Savvis will use its reasonable best efforts to cause the Restricted Stock”) held by the Investors making such request (the “Requesting Holders”) , as to which registration shall have been so requested, to be included in such the securities to be covered by the registration statement (each, a “Piggy-Back Registration”)proposed to be filed by Savvis, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers such Investor (in accordance with its written request) of the Requested Stocksuch Restricted Stock so registered; provided, further, that nothing herein shall prevent the Company from, Savvis from abandoning or delaying such registration at any time, abandoning or delaying any registration. If In the event that any registration pursuant referred to in this Section 4.2 paragraph (d) shall be underwritten be, in whole or in part, the Company may require an underwritten public offering of common stock of Savvis, any request by an Investor pursuant to this paragraph (d) to register Restricted Stock shall specify either that the Requested (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the securities shares of Savvis common stock otherwise being sold through the underwriters. In underwriters under such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If registration or (ii) such Restricted Stock is to be sold in the good faith judgment open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwritten offering may be reduced (pro rata among the requesting Investors based upon the number of shares of Restricted Stock so requested to be registered or pro rata among all the requesting stockholders based upon the number of shares of common stock of Savvis so requested to be registered if stockholders other than Investors also request to be included) if and to the extent that the managing underwriter of such public offering the inclusion of all shall be of the Requested Stock good faith opinion that such inclusion would reduce adversely affect the number marketing (including, without limitation, the offering price) of shares the securities to be offered sold by Savvis therein, or by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other security holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of whose benefit the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsstatements has been filed.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at any time after a Business Combination, if If the Company shall determine intends to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale register securities of any of its securities by it or any shareholders for an offering to the public while the Warrant is exercisable, the Company shall notify the Grantee of its security holders intention to do so and, subject to such limitations as shall affect all selling shareholders equally and as may be imposed by any underwriter of such offering or by law, the Grantee may irrevocably elect to participate in such offering on a pari passu basis with any other selling shareholders (other than a registration statement on Form X-0the Investors (as defined in the Registration Rights Agreement dated as of the date of the closing of the Company's initial public offering, X-0 or other limited purpose form), between the Company will give written notice and the Investors) who shall have priority over the Grantee on any cutback) based on the relative number of shares owned and options or warrants vested of each of such other selling shareholders (and its determination to affiliates and permitted assigns) and the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request Grantee (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”"Pari Passu Percentage"), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 Such participation shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on under the same terms and conditions as may apply to such other shareholders, provided that the securities otherwise being sold through Grantee shall not have any rights to select the underwritersunderwriter or similar matters given to the other shareholders. In The Grantee shall make any election within 30 days of receipt of such eventnotice of intent to register by a writing given to the Secretary of the Company, which writing shall indicate his irrevocable election to sell in the intended offering, the Requesting Holders shall, if requested number of Shares he wishes to sell and the portion thereof to be included by him. The Grantee's notice may not be for less than 50% of the number of Shares of the Grantee. The Grantee shall be responsible for delivery of the Shares covered by the underwriters, execute an underwriting agreement containing customary representations notice on a timely basis. The Company shall only have to give notice of intent to register under this paragraph to the Grantee and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If any notice of intent to participate shall only be valid if received from the Grantee (or in the good faith judgment event of his death, his executor). The Company may at any time abandon any offering. The Company or the managing underwriter may at any time cutback (including, without limitation, limiting the amount to the extent a prior amount had not been specified) on the number of such public shares in any offering in which the inclusion of all of Company is offering shares and the Requested Stock would reduce underwriter may at any time cutback (including, without limitation, limiting the amount to the extent a prior amount had not been specified) on the number of shares to be offered by shareholders in any offering in which the Company or interfere with is not also offering shares. In either such case the successful marketing of Grantee's Shares to be offered shall be proportionately reduced so that the shares of stock amounts offered by the Grantee and by other shareholders (and their affiliates and permitted assigns) satisfy the Pari Passu Percentage. The Grantee shall have no right to participate in any offering by the Company that does not include any shares owned by other shareholders and the provision of this paragraph shall not apply to any registration on Form S-8, or otherwise with regard to securities of compensatory plans of the Company, the number of shares of Requested Stock otherwise or any registration relating to be included business acquisitions on Form S-1 or Form S-4. The Grantee shall sign such underwriting and other agreements in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required same forms as signed by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsparticipating shareholders.

Piggyback Registration Rights. Subject to If the last sentence of this Section 4.2, Company at any time after a Business Combinationfrom the date of the issuance of the Option through the Expiration Date, if the Company shall determine proposes to proceed with the actual preparation and filing register any of a new registration statement its securities under the Securities Act in connection with for sale to the proposed offer and sale public, whether for its own account or for the account of any of its securities by it or any of its other security holders or both (other than a except with respect to registration statement statements on Form X-0Forms S-4, X-0 or other limited purpose formS-8 and any successor forms thereto), the Company each such time it will give written gxxx xxxxxen notice of its determination to such effect to the Investor or its nomineeOptionee at least 30 days prior to such filing. Upon the written request from a majority-in-interest of the Registrable Securities, Optionee received by the Company within 15 20 days after receipt the giving of any such notice from by the CompanyCompany to register any of shares of Common Stock, the Company will, except will cause the shares of Common Stock as herein provided, cause all of to which registration shall have been so requested to be Included in the Registrable Securities securities to be covered by such request (the “Requested Stock”) held registration statement proposed to be filed by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”)Company, all to the extent requisite required to permit the sale or other disposition by the prospective seller or sellers Optionee of such shares of Common Stock so registered. Notwithstanding the Requested Stock; providedforegoing, further, in the event that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 7 shall be underwritten be, in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such underwritten public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the CompanyCommon Stock, the number of shares of Requested Common Stock otherwise to be included in the underwritten public offering such an underwriting may be reduced (pro rata among the requesting Optionees) and the other selling stockholders (by based upon the number of sharesshares of Common Stock requested to be registered by them) among the Requesting Holders if and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To to the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which that the managing underwriter reasonably determines is necessary shall be of the good faith opinion that such inclusion would adversely affect the success of such an underwriting, provided, that such number of shares of Common Stock shall not be reduced if any shares of Common Stock are to be included in order such underwriting for the account of any person other than the Company or requesting Optionees of shares of Common Stock. In the event of such a reduction, the Company agrees to effect file a registration statement for the resale of the shares underlying this Option not included in such underwritten offering within ninety (90) days of the date that the underwritten public offeringoffering is declared effective by the Securities and Exchange Commission. At such time as Notwithstanding the provisions of foregoing provisions, the Company may withdraw any registration rights agreement filed as an exhibit statement referred to in this Section 7 without thereby incurring any liability to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions Optionees of such agreement, rather than the provisions shares of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsCommon Stock.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.28.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor Purchasers or its nomineetheir nominees. Upon the written request from a majority-in-interest of the Registrable SecuritiesPurchasers, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors Purchasers making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 8.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating Registration Statement covering the shares of Common Stock acquired by the Purchasers prior to the Company’s initial public offering IPO may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.28.2, 4.3 8.3 and 4.4 8.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to If, on or after the last sentence first anniversary of this Section 4.2Agreement, at Buyer, from time to time, chooses to register any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement its securities under the Securities Act in connection with for sale to the proposed offer and sale public, whether for its own account or for the account of any of its securities by it or any of its other security holders or both (other than a except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Share Consxxxxxxxxn for sale to the public), Buyer will use its reasonable efforts to cause one-quarter of the Share Consideration plus, if such registration statement occurs on Form X-0or after July 1, X-0 2006, an additional one-tenth of the Share Consideration, plus, if such registration statement occurs on or other limited purpose form)after January 1, 2007, any remaining Share Consideration (as applicable, the Company will give written notice of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the "Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”Shares") to be included in the securities to be covered by the registration statement proposed to be filed by Buyer, provided, however, that if other investors of Buyer who hold registration rights are registering securities on such registration statement (each, a “Piggy-Back Registration”), all and object to the extent requisite to permit the sale or other disposition by the prospective seller or sellers inclusion of the Requested Stock; providedRegistrable Shares in such registration statement, further, Buyer will not be obligated to include the Registrable Shares in such registration statement. In the event that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 4.11 shall be underwritten be, in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such eventan underwritten public offering, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise Shares to be included in the underwritten public offering such an underwriting may be reduced pro rata (by number of shares) among the Requesting Holders if and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To to the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which that the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions shall be of the registration rights agreement filed as an exhibit opinion that such inclusion would adversely affect the marketing of the securities to be sold by Buyer therein. Notwithstanding the foregoing provisions, Buyer may withdraw any registration statement relating referred to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect in this Section 4.11 without thereby incurring any liability to Piggy-Back Registrations.the

Piggyback Registration Rights. Subject to The Company covenants and agrees with the last sentence Placement Agent and any other Holders or subsequent Holders of this Section 4.2the Registrable Securities that if, at any time within the period commencing on the Issue Date and ending five years after the Issue Date, it proposes to file a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement or Offering Statement with respect to any class of equity or equity-related security under the Securities Act in connection with a primary registration on behalf of the proposed offer Company and/or in a secondary registration on behalf of holders of such securities and sale the registration form or Offering Statement to be used may be used for registration of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form)the Registrable Securities, the Company will give prompt written notice (which, in the case of a registration statement or notification pursuant to the exercise of demand registration rights other than those provided in Section 10(a) of this Agreement, shall be within ten (10) business days after the Company's receipt of notice of such exercise and, in any event, shall be at least 30 days prior to such filing) to the Holders of Registrable Securities (regardless of whether some of the Holders shall have theretofore availed themselves of the right provided in Section 10(a) of this Agreement) at the addresses appearing on the records of the Company of its determination intention to the Investor file a registration statement or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any Offering Statement and will offer to include in such notice from the Company, the Company will, except as herein provided, cause registration statement or Offering Statement all but not less than 20% of the Registrable Securities covered by such request and limited, in the case of a Regulation A offering, to the amount of the available exemption, subject to paragraphs (the “Requested Stock”i) held by the Investors making such request and (the “Requesting Holders”ii) to be included in such registration statement of this paragraph (each, a “Piggy-Back Registration”b), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back which the Company has received written requests for inclusion therein within ten (10) days after the giving of notice by the Company. All registrations requested pursuant to this paragraph (b) are referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to this paragraph (b) will be made solely at the Company's expense. This paragraph is not applicable to a registration statement filed by the Company with the Commission on Form S-4 or S-8 or any successor forms.

Piggyback Registration Rights. Subject 10.1 If the Issuer determines to proceed with the preparation and filing with the United States Securities and Exchange Commission (the “SEC”) of a registration statement (the “Registration Statement”) relating to an offering for its own account or the account of others under the 1933 Act of any of its common shares, other than on Form S-3, Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or its then equivalents relating to equity securities issuable in connection with stock option or other employee benefit plans, the Issuer shall send to the last sentence Subscriber written notice of this Section 4.2such determination and, if within ten (10) days after receipt of such notice, the Subscriber shall so request in writing, the Issuer will cause the registration under the 1933 Act of the Shares (the “Registrable Securities”), provided that if at any time after a Business Combination, if giving written notice of its intention to register any of its common shares and prior to the Company shall determine to proceed with effective date of the actual preparation and filing of a new registration statement under the Securities Act filed in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form)such registration, the Company will Issuer shall determine for any reason not to register or to delay registration of such common shares, the Issuer may, at its election, give written notice of its such determination to the Investor or Subscriber and, thereupon, (i) in the case of a determination not to register, shall be relieved of its nominee. Upon the written request from a majority-in-interest of obligation to register the Registrable SecuritiesSecurities in connection with such registration, within 15 days after receipt and (ii) in the case of a determination to delay registering, shall be permitted to delay registering the Registrable Securities for the same period as the delay in registering such other common shares. The Issuer shall include in such registration statement all or any such notice from the Company, the Company will, except as herein provided, cause all part of the Registrable Securities covered by provided however that the Issuer shall not be required to register any Shares that are eligible for sale pursuant to Rule 144 of the 1933 Act. Notwithstanding any other provision in this Section 10, if the Issuer receives a comment from the SEC which effectively results in the Issuer having to reduce the number of Registrable Securities included on such request (Registration Statement, then the “Requested Stock”) held by Issuer may, in its sole discretion, reduce on a pro rata basis the Investors making such request (the “Requesting Holders”) number of Registrable Securities to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRegistration Statement.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine proposes to proceed with register any of its Common Stock or any other equity securities (or other securities convertible into equity securities) of the actual preparation and filing of a new registration statement Company under the Securities Act in connection with for sale to the proposed offer and sale public, whether for its own account or for the account of any of its securities by it or any of its other security holders or both (other than a Demand Registration or a registration on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) or any other form not available for registering the Registrable Stock for sale to the public), as soon as practicable prior to the filing of such registration statement on Form X-0with the Commission, X-0 or other limited purpose form), the Company it will give written notice of its determination intention to effect such registration (each such notice a "Piggyback Notice") to (i) if such proposed registration is being made in connection with the Company's initial Public Offering, WCAS and, unless WCAS elects to waive its rights under this Section 2(d) as provided below with respect to such registration within ten days of receiving its Piggyback Notice, to each other Investor or its nominee(ii) if such proposed registration is to occur after the IPO Date, to each Investor. Upon the written request from a majority-in-interest of any Investor, given within 20 days after the giving of the Piggyback Notice to all Investors, to register any of its Registrable Securities, within 15 days after receipt Stock (which request shall state the number of any such notice from shares of Registrable Stock to be so registered and the Companyintended method of disposition thereof), the Company will, except as herein provided, will use its commercially reasonable efforts to cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) , as to which registration shall have been so requested, to be included in such the securities to be covered by the registration statement (each, a “Piggy-Back Registration”)proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the prospective seller or sellers such Investor of the Requested Stocksuch Registrable Stock so registered; provided, further, that nothing herein shall prevent the Company from, from abandoning or delaying such registration at any time. Notwithstanding anything to the contrary contained herein, abandoning or delaying any registration. If in connection with any registration pursuant statement to be filed prior to the IPO Date, if WCAS elects to waive its rights under this Section 4.2 2(d) with respect to such registration and the related initial Public Offering, such waiver shall be underwritten effective as a waiver of the rights of all Investors under this Section 2(d) with respect to such registration and offering. In the event that any registration referred to in this Section 2(d) shall be, in whole or in part, the Company may require that the Requested an underwritten public offering, such Registrable Stock shall be included in the underwriting on the same terms and conditions as the securities shares otherwise being sold through underwriters under such registration. The number of shares of Registrable Stock to be included in such an underwritten offering may be reduced if and to the underwriters. In such eventextent that, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment opinion of the managing underwriter of such public offering the offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Requested Stock would reduce the number of shares to be offered sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) first, all shares proposed to be included by the Company or interfere with for the successful marketing account of the shares of stock offered Company shall be included, (B) second, all Registrable Stock proposed to be included by the Company, Investors shall be included (subject to pro rata reduction among the Investors seeking to include Registrable Stock in such offering based on the number of shares of Requested Registrable Stock otherwise held by such Investors), and (C) finally, Common Stock proposed to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To Company for the extent only a portion account of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities stockholders of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsincluded.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.27(b), at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor or Purchaser and its nomineetransferees. Upon the written request from the holders of a majority-in-interest of the Registrable Securities, within 15 fifteen (15) days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors persons making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registrationsuch registration statement. If any such registration statement pursuant to this Section 4.2 7(b) shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating Registration Statement covering the shares of Common Stock acquired by the Officers prior to the Company’s initial public offering IPO may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.27(b), 4.3 7(c) and 4.4 7(d) hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time commencing after a Business Combination, if the date hereof the Company shall determine proposes to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of register any of its securities by it or any of its security holders under the Act (other than in connection with a registration statement on merger or acquisition or pursuant to Form X-0, X-0 S-8 or other limited purpose such successor form), the Company ) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holder or Holders of the Warrants and/or the Warrant Shares of its determination intention to the Investor do so. If such Holder or its nominee. Upon the written request from a majority-in-interest Holders of the Registrable Securities, Warrants and/or Warrant Shares notify the Company within 15 ten (10) days after receipt of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company will, except as herein provided, cause all shall afford such Holder or Holders of the Registrable Securities covered by Warrants and/or Warrant Shares the opportunity to have any such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in Warrant Shares registered under such registration statement (each, a “Piggy-Back Registration”), all statement. The Company shall supply such number of prospectuses and other documents as the Holder may reasonably request in order to facilitate the extent requisite to permit the public sale or other disposition of the Warrant Shares, qualify the Warrant Shares for sale in such states as 148 EXHIBIT 10.23 any such Holder reasonably designates and do any and all other acts and things which may be necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Warrant Shares, and furnish indemnification in the manner as set forth in Subsection 7.2 of this Section 7. Such Holders shall furnish information and indemnification as set forth in Subsection 7.2 of this Section 7. For the purpose of the foregoing, inclusion of the Warrant Shares by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration Holder in a Registration Statement pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require sub-paragraph 7.l under a condition that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter offer and/or sale of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only Warrant Shares not commence until a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, date not to exceed 90 days, which days from the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At effective date of such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating shall be deemed to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities in compliance with respect to Piggythis sub-Back Registrationsparagraph 7.l.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time within the eighteen (18) month period after a Business Combinationthe date hereof, if that the Company shall determine to proceed prepare and file with the actual preparation United States Securities and filing of Exchange Commission a new registration statement relating to an offering for its own account or the account of others under the Securities Act in connection with of 1933, as amended (the proposed offer and sale “1933 Act”) of any of its securities by it or any of its security holders (equity securities, other than a registration statement on Form X-0, X-0 S-4 or Form S-8 (each as promulgated under the 1000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other limited purpose form)employee benefit plans, then the Company will give shall send to Employee written notice of its such determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securitiesand, if within 15 fifteen calendar days after receipt of any such notice notice, Employee shall so request in writing, and subject to the Company’s receipt of all reasonably requested documentation from the CompanyEmployee relating to the registration statement, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included shall include in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers any part of the Requested Stock; provided1,000,000 shares of Company Common Stock issued or to be issued to Employee under Section 3.1(i) that Employee requests to be registered, further, that nothing herein shall prevent subject to customary underwriter cutbacks applicable to all holders of registration rights. The obligations of the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to Employee under this Section 4.2 shall 3.4 may be underwritten in whole waived by Employee or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing any of the shares of stock offered by the Company, the number of shares of Requested Common Stock otherwise entitled to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriterunder this Section 3.4. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities The obligations of the Company held hereunder are subject to the completion and execution by such holders shall be withheld Employee of all reasonably required documentation from the market by Company relating to the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions completion of the registration rights agreement filed as an exhibit statement. Notwithstanding anything to the contrary herein, the registration statement relating rights granted hereunder to Employee shall not be applicable for such times as the Company’s initial public offering shares of Common Stock may be exercised, sold by the exercise and procedural provisions Employee without restriction pursuant to Section 144 of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations1933 Act.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2Sections 5.14 and 16.5, at any time after a Business Combinationfollowing the Closing, if whenever the Company shall determine Parent proposes to proceed with the actual preparation and filing of a new registration statement register any DocuNet Common Stock for its own or others' account under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (for a public offering, other than a (i) any shelf registration statement on Form X-0, X-0 of the DocuNet Common Stock; (ii) registrations of shares to be used as consideration for acquisitions of additional businesses by the Purchaser or other limited purpose form)Parent and (iii) registrations relating to employee benefit plans, the Company will Purchaser or Parent shall give the Seller prompt written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of the Registrable Securities, Seller given within 15 30 days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, Purchaser or Parent shall cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at DocuNet Common Stock which any time, abandoning or delaying any registrationsuch Seller requests. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shallHowever, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If Purchaser or Parent are advised in the writing in good faith judgment of the by any managing underwriter of such public an underwritten offering the inclusion of all of the Requested Stock would reduce securities being offered pursuant to any registration statement under this Section 16.1 that the number of shares to be sold by persons other than the Purchaser or Parent is greater than the number of such shares which can be offered by without adversely affecting the Company or interfere with offering, the successful marketing of the shares of stock offered by the Company, Purchaser and Parent may reduce pro rata the number of shares offered for the accounts of Requested Stock otherwise such persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of all such persons in the offering, provided that, for each such offering made by the Parent after the Initial Public Offering, a reduction shall be made first by reducing the number of shares to be included in sold by persons other than the underwritten public offering may be reduced pro rata (by number of shares) among Purchaser, Parent, the Requesting Holders Seller, the Founding Companies and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion stockholders of the Requested Stock is included in Founding Companies and other Stockholders (the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities "Other Stockholders") of the Company immediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Seller, the Founding Companies and the stockholders of the Founding Companies, and the Other Stockholders, pro rata based upon the number of shares held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationspersons.

Piggyback Registration Rights. Subject to If the last sentence of this Section 4.2, Company at any time after a Business Combinationfrom the ate of the issuance of this Option through the Expiration Date, if the Company shall determine proposes to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of register any of its securities by it under the ecurities Act for sale to the public, whether for its own account or any for the account of its other security holders or both (other than a except with respect to registration statement statements on Form X-0Forms S-4, X-0 or other limited purpose formS-8 and any successor forms thereto), the Company each such time it will give written gxxx xxxxxen notice of its determination to such effect to the Investor or its nomineeOptionee at least 30 days prior to such filing. Upon the written request from a majority-in-interest of the Registrable Securities, Optionee received by the Company within 15 20 days after receipt the giving of any such notice from by the CompanyCompany to register any of shares of Common Stock, the Company will, except will cause the shares of Common Stock as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to which registration shall have been so requested to be included in such the securities to be covered by the registration statement (each, a “Piggy-Back Registration”)proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the prospective seller or sellers Optionee of such shares of Common Stock so registered. Notwithstanding the Requested Stock; providedforegoing, further, in the event that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 7 shall be underwritten be, in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such underwritten public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the CompanyCommon Stock, the number of shares of Requested Common Stock otherwise to be included in the underwritten public offering such an underwriting may be reduced (pro rata among the requesting Optionees) and the other selling stockholders (by based upon the number of sharesshares of Common Stock requested to be registered by them) among the Requesting Holders if and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To to the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which that the managing underwriter reasonably determines is necessary shall be of the good faith opinion that such inclusion would adversely affect the success of such an underwriting, provided, that such number of shares of Common Stock shall not be reduced if any shares of Common Stock are to be included in order such underwriting for the account of any person other than the Company or requesting Optionees of shares of Common Stock. In the event of such a reduction, the Company agrees to effect file a registration statement for the resale of the shares underlying this Option not included in such underwritten offering within ninety (90) days of the date that the underwritten public offeringoffering is declared effective by the Securities and Exchange Commission. At such time as Notwithstanding the provisions of foregoing provisions, the Company may withdraw any registration rights agreement filed as an exhibit statement referred to in this Section 7 without thereby incurring any liability to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions Optionees of such agreement, rather than the provisions shares of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsCommon Stock.